All-New Ultimate Avengers
by Marvelfan604
Summary: Watch as our heroes reel from the devastating after affects of Ultimate Avenger's 2! With the Avengers now estranged from SHIELD, the world is a new place with new villains new allies will lead by Nick Fury, the Secret Avengers! Cameos will be numerous from Spider-Man to Wolverine and even the Inhumans! This is the sequel to Ultimate Avengers 2!
1. Chapter 1: Ghosts: Red Skull Rising

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

 **Chapter 1**

 **Ghosts: Red Skull Rising**

* * *

 **2 Months After the Liberator Invasion **

**New York City, Baxter Building **

Swarms of helicopters whipped through the skies to surround the impressive tower of scientific achievement. The military grade machines primed their weapons as they moved towards their target.

Before they could fire, a blast of blue energy streaked through the sky, smashing into the side of a chopper before it exploded in a shower of metal. The wrecked chopper plummeted to the ground as Iron Man flew through the sky, firing off repulsors from his gauntlets.

The helicopters swerved to avoid the attacks, only to be met a blast of yellow energy that knocked it out of the sky. Binary rocketed down from the sky, tearing through the chopper before grabbing it by the tail. Using her incredible strength she hurled the chopper further up into the sky where it struggled to regain balance.

"Good job rookie!" Iron Man shouted before firing off another volley of repulsor fire, knocking a chopper out of the sky.

"Rookie? Please! I was shooting things out of the sky while you were in high school!" Carol shouted with a grin.

"So you were air force when I was twelve?" Tony asked.

"Yeah—Wait what?!"

"Yeah, I was out of high school when I was sixteen. You didn't know that?"

"No I didn't know that!" Binary shouted while avoiding a hail of gunfire from the Beekeeper like goons. One of them primed a grende and hurled it at the duo.

"Grenade." Binary called out.

"Jarvis, deploy magnetic shield." Iron Man ordered. A blue shield of magnetic energy expanded around the two deflecting the grenade and sending it back towards the flying chopper.

The men inside screamed in terror as the weapon exploded inside their helicopter, reducing it to splinters.

"Who the Hell are these guys again?" Binary asked as she dodged another shower of bullets. Iron Man flew into their path, letting his shield deflect them back at the chopper, shredding its cockpit.

"AIM! A bunch of techno-science terrorists!"

"Oh yeah…I remember these guys…they're like Al-QUEDA with PHDs." Binary swerved to the left to avoid an incoming rocket, nearly clipping her. Iron Man saw the rocket careen towards the streets and flew towards.

"Jarvis, increase mag-shield by 20%!"

" **Affirmative, sir."** The shield grew larger as the armored her flew in close to the rocket.

"Can't risk blowing it up with civilians nearby…engaging catch in 3…2…" Iron Man approached the rocket, catching it in his mag-field. He swooped up into the air and released the rocket, letting it soar into the sky where a quick blast of repulsor energy incinerated it.

Binary arced through the air to avoid a blast of energy from an AIM agent. The terrorist raised the laser-cannon and fired it from the chopper. Instead of dodging, Binary shot forward, slamming into the beam to absorb it. The pain was brief but intense. Carol cringed from the pain until the familiar rush overcame her.

Her body glowed a brilliant golden color while her hair began to burn like fire. She grinned as she felt her powers strengthen.

The AIM agent saw what he had unintentionally did and cringed in fear. "Oh fuck."

A blast of energy erupted from her hands. Blasting the chopper out of the sky, sending it hurtling into the Baxter Building. Binary cringed as she saw the vehicle bury itself into the building.

"Ooh…real glad the FF isn't home." She muttered.

"When are they ever home?" Iron Man asked as he flew back up to Binary's level.

"Two choppers left!" Binary called out. She flew through the air, making her way to the last two transports that circled the Baxter Building.

" **Warning, incoming targets."** Jarvis reported.

"Missiles?" Tony asked, pulling up his radar.

" **Negative. Objects are too big and too well guided."**

"Oh…mandroids…" Iron Man muttered.

 **KAAALAAAMMM!**

Tony's attention was stolen by the explosion that ripped through the top floor of the Baxter Building. Glass and debris plummeted to the streets below. Tony rocketed down, creating a massive force field to shield the dozens of pedestrians in the street below.

Binary stopped her pursuit of the last to choppers to see the explosion tearing apart one of the top floors of the FF's home. Binary she turned back only to see cloaked man firing off a rocket at her, the projectile exploded, knocking the Avenger out of the sky.

"GAH!" she exclaimed, regaining her balance in mid flight. She watched as the two choppers moved up the demolished floor level.

"Uh oh." Tony muttered before blasting off into the air. He rocketed towards the transport before warning sirens blared in his armor. He spun around in time to shield himself from a barrage of missiles from the three flying mandroids rocketing towards the Baxter Building.

The gold-colored robots fired off a flurry of lasers and bullets from their arms that Iron Mans had to strafe to avoid. Iron Man returned fire with a barrage of repulsor blast, hitting one square in the chest. But despite the intense damage, the machine stayed active and aimed its weapons at the hero again.

"Shit!" he muttered.

A beam of yellow energy smashed the robot out of the sky before Binary slammed her fists into another battle mech, knocking it out of the sky. The other last machine turned to shoot her before being slammed from behind y Iron Man.

The red and grey hero slammed his hand against the machine's helmet before a beam of blue light blue its head clean off, frying the machine. Tony turned to his teammate to see her ripping the machine apart, quite literally.

* * *

The choppers above slowly flew closer to the demolished windows of Reed Richards' personal lab. Several AIM agents leapt from the glass and landed in the transport chopper. One was carrying a large briefcase.

"We've got it! Take off!" the lead man screamed. The pilot moved the vehicle away from the burning floor as a lone figure dashed through the smoke.

Hawkeye leapt through the air and grabbed onto the chopper's wing. The AIM agents saw him and one pulled out a gun.

"Shit!" the purple clad archer cursed before drawing his own sidearm and shooting the man in the skull. The remaining soldiers drew their own weapons before aiming them at the Avengers.

Hawkeye clicked his gun only to realize it was empty. "Fuck my life…" he snarled. "Cap if you're on coms I could really use some help…" The AIM agents cocked their rifles and took aim. "Now would be good!"

"Die Av-gurk!" the goon grunted as a shield slammed into his face. The man staggered back while Captain America leapt out of the burning building, retrieved his shield and landed inside the chopper.

The agents scrambled to shoot the avenger but he barreled through them with his shield. The one with the case scrambled to the edge of the chopper, planning to make a leap to the next one, but an arm grabbed his shoulder and slammed him up against the wall. Cap snatched the brief case from him with his free arm as Hawkeye crawled into the chopper.

"This doesn't belong to you." Cap said as he tossed the case to Hawkeye. The Avenger caught it and checked the case's lock to see it hadn't been opened.

"It's secure, Cap. One chopper down one more to go." Hawkeye aimed his reloaded gun at the pilot's head. "Fly us in closer asshole, were gonna have words with your boss." The pilot simply grinned at him.

"Oh that won't be necessary." The man said. "He's coming to us."

"What?" Cap muttered before he saw a cloaked figure leaping from the second chopper. The man landed in the chopper before slamming Cap against the wall.

Cap retaliated with a jab to the stomach, staggering the man just enough so he could get in a second punch. The man's hood fell back from the blow and he smirked at the shocked face of Captain America.

"No…" Steve muttered in horror.

"Holy shit!" Hawkeye cursed, whirling around to aim his gun at leader of the terrorists.

Standing in front of them was a man with a literal red skull for a face. His skin was peeled off his face, revealing the full outline of his skull.

"It can't be you…" Cap muttered in horror.

"And why not heir Captain? If Kleiser and you can come back from the dead, why can't I?"

"Yeah right!" Hawkeye shouted before opening fire on the man. Red Skull dashed to the side and Cap threw up his shield to defend himself from the bullets. The Red Skull slammed Hawkeye against the wall where the archer lashed out with a kick to the stomach.

The Red Skull grunted but retaliated with a vicious head butt, he hurled the avenger into the cockpit, slamming into the pilot and tumbling onto the controls. The chopper immediately began to plummet to the ground.

"Shit!" Hawkeye screamed.

Cap dodged a blow from the Skull and retaliated with a blow of his own, catching the Skull in the gut. "You can't be him!" Cap screamed bashing him over the head. "I watched the Skull die!" Another blow cracked the Red Skull across the jaw. "I saw him burn!" Cap screamed bringing his shield down.

Skull caught the weapon and slammed his foot into the Cap's balls. The avenger grunted before a knee slammed his jaw. Before Cap could recover the Red Skull slammed his fist into his face, knocking him down before a boot followed suit. The Red Skull drew his knife from his coat and brought it down.

Cap caught the man's hand just as the blade pierced his chest. "GRAH!" Cap grunted, using all his strength to push back. Skull snarled with a sinister grin before head-butting the Captain. He grabbed the Avenger's by his collar, and pulled him in close before whispering into his ear. Cap's eyes widened before the Skull kneed him again. Using all his strength, the Skull hurled the Captain. out of the chopper and into the open air.

"CAP!" Hawkeye screamed, leaping forward. The Red Skull whirled his knife around ready for a fight, only for the archer to roll under him and grab a parachute off the chopper's door and leap from the vehicle.

Hawkeye fell from the sky and the two flying avengers saw him.

" **Clint?! What are you doing you can't fly you idiot!"** Binary screamed.

"No shit!" Hawkeye snapped back, grabbing Cap in midair before tightening his grip on the chute. "But for us non-flying types there's the next best thing! Fucking parachutes!" The purple-clad hero ripped the cord on the pack, ejecting a chute that snagged in the wind, safely letting the two Avengers touch the ground.

"Tony, Carol, the bogey is getting away with the package I need one of you to take it out!" Hawkeye barked out.

* * *

"On it!" Iron Man shouted as he rocketed towards the chopper with Binary in hot pursuit. "Carol, I'll stall the chopper you get the briefcase! They cannot get away with that package!"

"I got 'em!" Binary shouted flying up to the chopper. She stepped into the cockpit to see the Red Skull lifting up the case. "Did Halloween come early this year?" she asked.

"Ah…heroic banter…how I detest it." Binary saw the brief case in his hands and frowned.

"That doesn't belong to you. Hand it over now freak."

"Freak?" the Skull asked. "My dear I am the Ubermensch. I am beyond human."

 **KRNNCHH!**

The chopper lurched forward as Iron Man gripped it's tail with his suit's strength. "Carol get that case!" he ordered.

Carol charged her fist, ready to fire off a blast when the Skull produced a small sphere-like device. "I'm afraid our meeting has come to an end."

"No!" carol screamed firing off her beam. But it was too late, the Red Skull clicked the sphere and was enveloped in a blinding flash of light.

The chopper exploded in a shower of fire and light, knocking both Binary and Iron Man out of the sky. The two Avengers slammed into the ground as debris rained around them.

* * *

Hawkeye used Cap's shield to protect them both. When the hellfire had ceased, the avenger lowered his shield. He took a look at the wounded Cap who still had a look of shock on his face.

"Cap. Cap!" Hawkeye shouted. "Who was that guy? Why'd he look like the Red Skull?"

"It was him…" Cap Whispered in horror.

"What?" Clint asked.

"He told me he was the real him…he's Johann Schmidt…"

* * *

 **Germany, 1945**

 **KAABBOOOM!**

Another explosion rocked the area as the Nazis bombarded the beach. The entire area was filled with explosions and fire. Despite all the chaos raging on the beach, it was nothing compared to the battle being waged inside the fortress.

* * *

"Klesier! Prep the launch!" the Red Skull roared as he fired off his rifle. Captain America blocked the bullets with his triangular shield as he charged forward, slamming into the madman like an enraged bull.

Skull threw his gun aside before grappling with his long time foe. In the past four years no one had enraged him more than the man standing in front of him. Ditto could be said for Captain America. Hitler's right hand man was arguably more insane than he was.

The two men glared each other down while Kleiser punched in the command codes for the nuclear warhead. The missiles countdown rapidly decreased until it neared zero.

"It's over Captain!" Kleiser screamed. "You've failed! With Washington destroyed the Allied forces will fall! Who will lead them after America fa—GAH!" he screamed as a hail of bullets pelted his skin.

Bucky Barnes and Dum Dum Dugan fired on him with their machine guns, flaying his flesh as he tried to shift into his alien form.

"It's over Captain!" Skull screamed slamming his fist into the hero's jaw. "We've won!"

"Gah!" Cap grunted. He blocked the second blow with his shield before ramming his knee into the Skull's gut. "Haven't you heard Skull?! Hitler's dead!"

"Oof!" Schmidt grunted. "You think this has anything to do with Hitler?! He means nothing!" The Red Skull drew his knife and lunged at the Captain, pinning him to the ground he slammed his knife down into the hero's shoulder.

"GAH!" Cap screamed. Bucky turned away from his fight to see his best friend in trouble. He lined up a shot on the skull and fired. Skull heard the shot, and only by his heightened reflexes did he manage to move his head out of the path of the bullet. His neck however wasn't so lucky.

"GAK!" he muttered as blood spurted from the wound. Cap grabbed the man by the belt and hurled him over the railing, letting him fall into the rocket's launch pad.

"Steve!" Bucky shouted. Cap turned to see the rocket taking off, flames burning to life below its engines.

"NO!" he screamed. Ignoring the pain in his shoulder he leapt from the railing and grabbed hold of the rocket.

"Nein!" Kleiser roared leaping onto the rocket to chase his foe. Cap glared down at the alien and turned his head to see the Skull crawling to his feet on the Launchpad. Schmidt looked up to see both Kleiser and Rogers scaling the warhead.

Blood poured from the man's neck as he struggled to stand. The roar of the engines caught the German psychopath's attention and he turned. His eyes widened as a wave of fire slammed into him, incinerating his body in a blaze of fire.

Cap watched his longtime foe burn to ash under the onslaught of the warhead. Suddenly the rocket shook violently as it broke free from its stand, blasting off into the air.

* * *

"GAH!" Steve screamed, jolting up from his bed.

"Whoa! Easy Cap!" Carol said pushing him gently back onto the Quinn jet's med-cot. "You might have a concussion, Steve, you need to rest."

"N-No…the Skull…where?"

"Gone." Tony said as he drank whiskey from a glass. Behind sat Hawkeye who was currently flying the jet. "He had a teleporter on him. He took Reed's design. We got know leads right now."

"Goddammit!" Steve screamed, slamming his hand into the side of the cot.

"Easy there cowboy." Tony muttered, taking another swig of alcohol. "You break that bed you're buying it."

"Tony…the Skull is out there…he's alive."

"Cap, he's a demented psychopath that took the face of one of history's greatest monsters to screw with that head of yours. The real Skull died over half a century ago. You said it yourself, you saw him die. Hell, two members of the Howling Commandos corroborated that story."

"Steve, he's right. The guy died in front of you. Why are you so convinced that he's the real Skull? What did he say to you?" Hawkeye chimed in without turning.

"He told me his name." Steve said.

"What?" Carol asked. Hawkeye glanced back at the group before hitting the autopilot on the controls. He turned around to face the others.

"Clint did you—"

"Autopilot's on Stark. Cap, you know the Red Skull's real name?" The marksman asked. Cap nodded.

"No one knew his name." Carol said. "That was part of the fear factor. No one knew who he was before he became the skull."

"I knew." Cap said. "After a few years of constant fighting he told me the difference between us. He told me who he was before he became the Skull. His name was Johann Schmidt. And that…thing on the chopper…he knew that name. He fought like the Skull too."

"Then how'd he stay alive all these years?" Tony asked. "It was a miracle that you survived that crash-landing in the ocean, but field reports claimed the Skull was incinerated in the rocket's take off. The Super-soldier serum makes you peek human, not immortal. Neither of you were the Hulk, surviving an engine flare like that would be impossible for a human."

"It just doesn't make sense that he'd be alive all this time and didn't announce it to the world. Especially after you 'died' in 1945. That would've been the perfect time to announce he was alive. The Allies would've freaked." Carol said.

"The Skull was twisted…but he was smart. Disturbingly so. This…this is just a part of his plan."

Tony sighed and downed his drink. "You're being paranoid. Get some rest." He said. The billionaire walked towards the pilot seat and took the helm.

"You sure you're good to fly, Tony?" Carol asked.

"Sure I am, why?"

"You just downed half a bottle of whiskey. I don't think you should be flying this thing while drunk."

"Please. I could down two more bottles of that stuff and still win a fight as Iron Man. Half a bottle is what the kids in Russia drink to for breakfast." Tony hit the com button before talking again. "Stark to Avenger's Mansion, anyone hear me?"

* * *

 **Avenger's Mansion, New York City**

Hank Pym rolled across the floor in his chair and hit the intercom switch on his desk. "Pym here. How was the mission?"

" **Well…in layman's terms…we've had better."**

"That bad?' Hank asked as he started to type of his computer. He pulled up more specs for Ultron and started to edit some designs. "What happened?"

" **AIM had a super-soldier of their own. He got away with case. He used some kind of long distance teleporter we've never seen before."**

"Sure we have. Thor's hammer is a perfect example. So are the Jumpgates."

" **Yeah…but this one was pocket sized."**

Hank's ears perked up at that news. "Pocket size? You mean it was smaller than Mjolnir but was still able to teleport him out of New York entirely?"

" **Yeah. Not gonna lie, we might have some fun dissecting that one. Anyway…this guy decided to dress up like one of Cap's old war-enemies."**

"Which one? He had quite the colorful cast back in the day."Hank said while loading a new program onto Ultron's hard-drive.

" **Uh…it was the Red Skull."**

"What?" Hank asked in shock. "The Skull's been dead for over fifty years! This guy is one sick bastard to be using that psychopath's face after all this time. Some of WWII worst war crimes were committed by him."

" **Things get worse. Cap's under the impression that it's the real deal, not some wannabe."**

"That's impossible. Cap surviving all those decades was nothing short of miraculous. This guy couldn't have been that lucky!"

" **Cap is pretty convinced it's him. The guy certainly fought like a super-soldier. He put Cap through the ringer. He's kinda banged up so if you wouldn't mind getting an Ultron medic ready…"**

"I'll have one on standby before you get here."

" **Where's the rest of the Motley crew?"** Tony asked.

Hank went back to his computer but continued to talk. "Janet is dealing with the press after the fight with those super-powered morons."

" **The Wrecking Crew? Ya gotta give 'em credit though, Thor's rogues are practically mini-hulks with better tans. And would the press have anything to do with She-Hulk flinging a truck at Piledriver?"**

"Yeah…thank god she's a lawyer. The city want's to sue her for that, but despite being a Hulk, she's got quite the fan-base."

" **Hank my friend, it's no secret that demand for green-skinned woman was high since Star Trek. The only thing different now is that there are actual green-skinned women running around in the streets."**

"I guess." Hank muttered as he looked at a piece of code inside Ultron's programming. "Just a heads up, I might need your help with a coding error."

" **In Ultron? Sure I'll give it a look. Other than Jan and yourself who else is home?"**

"Uh…I think Panther is meditating in the green house and the twins are off in Genosha trying to help some MLF victims (see Ultimate X-Men) and the others are off in East India."

" **What happened in India?"** Carol asked.

"Hello Carol, how's the dampening suit working for you?"

" **It's definitely helping with precision control…but when I flare up it still seems to overload it. But back on topic, what's happening in India."**

Hank pulled up the mission log for the team and skimmed it. "Hmmm…an oil rig was in danger of sinking so Thor took the others with him to help the workers and prevent another Roxxon oil spill. And apparently…lava monsters."

" **Did you say lava monsters ?"** Hawkeye asked.

"I shit you not. I'm being fed the data by an Ultron drone that went with them for relief efforts. Apparently the Roxxon company dug into a small volcano on the ocean's floor. Judging by these readings…I'd have to say they hit these creature's nest."

" **So how's the rookie doing?"** Carol asked.

"Jen's doing just fine from what Thor's told me." Hank replied.

" **Not her, I mean the new rookie."**

"Oh." Hank said looking up from his work. "I have to imagine that she's doing fine."

* * *

 **Roxxon Oil Rig, International Waters**

"GYAAAH!" a metal blade cleaved through another lava-creature's stomach, spilling it's magma-like blood all over the oil-rig deck. The metal wilted under the heat and gave way.

The woman leapt back as the dying creature spewed more lava onto the floor. The creature lunged at the warrior who sliced its head off its shoulder. The monster tumbled to the ground in a heap of burning chunks as its body fell apart.

The woman had long blonde hair tied into a braid and was dressed in a form-fitting black suit with armor covering her chest and shoulders. The sword she wielded was bright gold and flashed as it cleaved its way through another creature's stomach.

"Valkyrie get back!" Thor roared before bringing his hammer down onto a lava-monster, pummeling it to paste. He hurled his hammer into the chest of another monster, tearing through its body before stopping short of an oil-tank. The hammer flew back to its owner. The God of Thunder caught the hammer before another monster was hurled off the platform.

The two Avengers turned to see She-Hulk slamming her fist into the face of another monster while a group of oil-workers coward behind her. "Hey guys I could use some help!" she exclaimed.

"On it Walters!" Valkyrie exclaimed. The female warrior leapt into battle, slicing a creature in half before a bolt of lightning ripped through the air and smashed into a group of lava creatures.

"Thor we need to get these things off the rig!" Valkyrie exclaimed, slamming her sword through a monster's chest. "If they take down the rig we'll have the worst oil spill in history on our hands!"

"Aye! I've faced the fire demons of Muselheim, but these are more persistent!" Thor roared, cleaving a monster in half with his axe.

"I got an idea!" She-Hulk exclaimed before hurling a forklift into a crowd of monsters, knocking them down before it melted on them. "Either of you ever see the movie Twister?!" She Hulk roared while pummeling another monster.

"No!" Valkyrie shouted, stabbing a creature through the stomach.

"Nay!" I haven't seen that one!" Thor replied while burying the axe-end of Mjolnir into a monster's head.

She-Hulk looked at them with a frown. "Seriously? Dammit you guys are making feel old! Thor, spin that hammer baby!"

Thor avoided a swipe from a monster and cleaved its head off with Mjolnir. He leapt into the air and began to swing his hammer. The wind around him picked up like a tornado.

"Valkyrie, give me a hand!" She-hulk roared, hurling another monster over the edge of the platform.

"What do you need from me?" The woman asked while running towards the green giant.

"Help me heard them together! We're sweeping the deck!' she exclaimed with an excited grin. She-Hulk charged head first into the fight, barreling through the monsters while Valkyrie sliced them apart with her sword.

The monsters grouped up on the two Avengers while Thor conjured a twister of tremendous force above them. "Jen, any reason we haven't had Thor blast these things off the rig?" Valkyrie asked as she and her teammate were backed into a corner.

"I've got a reason." She-Hulk said, ushering the rig-workers behind her. Her green eyes scanned the area to see that most of the creatures were now grouping up on them. "Thor! Hit 'em hard!"

The Asgardian swung his hammer towards the platform, sending the twister hurtling towards the platform. The air swept the monsters off their feet while She-Hulk covered the workers. Valkyrie dug her sword into the ground to brace herself from the wind.

The lava monsters could only roar in rage and panic as they were sent hurtling back into the ocean, each one causing a massive splash as the landed. Soon the rig was clear of all lava-monsters.

"They'll come back. We can't save the rig like this." Valkyrie said.

"Aye. The creatures will merely return with more of their numbers to remove this obstruction as long as it's inhabited. We must leave this place now." Thor concluded.

"What about us?" one of the workers shouted.

"Easy, you all are coming with us. Everyone gather round, Thor's gonna use that flashy hammer of his to take us back to the mainland."

"What about the rig?" another asked.

"Fuck it." She-Hulk muttered. "The monster's were attacking you guys, they already wrecked the drill." She-Hulk said, pointing to the demolished equipment that was still melting from the lava. "We get you guys off this thing and those creatures shouldn't come back. Right?" She-Hulk turned to Valkyrie.

"Biology was never my specialty but these guys did seem more territorial than hostile. Best case scenario they drag the rig under, or just leave it be as long as no one's on it."

"Then it is settled." Thor declared. "All ye, gather round and I'll take us to the mainland." He said, readying his hammer.

"But we can't just leave the sight! The company will fire us!"

She-Hulk sighed. "Boy's you're bosses had you dig into a lava-monster's lair for oil and they apparently knew that there were strange readings on this site. They clearly don't give a rat's ass so just screw them for screwing you. Now group up before I make you." She growled.

The men quickly grouped up around the team before an Ultron drone landed next to She-Hulk. "What'd ya find Mr. Roboto? Jen asked.

" **Area scan complete. All residents of the rig are accounted for. And no under-water activity detected."**

"Good. Thor?" She-Hulk asked. The Thunder God nodded before he raised his hammer. A blast of lightning erupted from the sky and slammed onto the deck.

In a flash of the deck was cleared of all living things.

* * *

 **The Mainland, Coast of India**

Some of the workers clenched their stomachs as they suddenly felt themselves reappear out of the lightning. The heroes watched as the men tried to keep their lunches down.

"Ugh…so not sexy." She-Hulk muttered. "And speaking of sexy…good job out there Valkyrie, I see you've been working out." The green giantess said as she looked at her shorter ally.

Valkyrie smirked. "Thanks Jen. But remember I'm taken."

"As am I." Thor said before grabbing Valkyrie's waist and pulling her into a kiss. The blonde warrior returned the kiss before they broke. "Taken by this lovely maiden." He finished.

"Aww…" Valkyrie cooed teasingly.

"Well damn." She-Hulk said before a grin formed on her face. "Well, if you two ever get bored I'm always on board for a threesome. Just think about it." She said. "Ultron, call Pym and tell him we're heading home."

" **Affirmative, Miss Walters."** Ultron replied.

* * *

 **Avenger's Mansion**

Hank answered the call with a sigh. "Thank you for calling Avenger's Mansion Take Out, may I take your order?' he replied with a sarcastic grin.

" **Real cute Pym."** She-Hulk quipped. **"I'm sure Jan will love that."**

"It was her idea, and I find she was right, it does lighten the mood. I take it you're calling to report a mission success?"

" **We got the crew out and sent most of lava-creatures back into the ocean. I figure as long as the rig's uninhabited we shouldn't see anymore trouble. But knowing Roxxon they'll be back to finish the job."**

"I'll send a mission report to SHIELD. Maybe they can tie Roxxon's hands or something. Are you back on the mainland? The Ultron drone with you is broadcasting from India."

" **Yeah. We're dropping off the workers but we'll be home in a minute. The others back yet?"**

"No. And unfortunately their mission wasn't as successful as yours. I'll debrief them when they get here, until then, safe teleporting." Hank cut the call and returned to work.

"Are you sure calling SHIELD is wise?" Hank turned to see T'Challa leaning against the wall.

"I didn't hear you come in T'Challa." Hank said in surprise. "And SHIELD is still SHIELD. We have to brief them on events like this. No matter who's running the show."

"I apologize. But Marvin Flumm's…accomplishments... are not exactly…admirable. I've spoken with both Carol and Clint, and both agree that the man is detestable and a bigot. Not only to mutants, but super-humans in general."

"Believe me I heard it all from Janet. The man makes no secret of being a complete asshole. From what I can tell, he wants to get rid of us, or get us back under SHIELD's thumb. Hill hates his guts too. She's the only agent we can actually trust now."

Panther sat down in the chair across from the size-changing hero. He scanned the computer screen and leaned back. "Ultron design upgrades?"

"Yes…I'm trying to relink their internal servers to expand world-wide. It's possible we could send them to areas we can't reach or use them in situations when we're not available."

"Is that wise? Relying on machines so much?" Hank looked up from his work. "I'm very aware of the benefits that Ultron could do for the world. But is it wise to give it so much power?"

"T'Challa, Ultron is a peacekeeping and rescue machine, not a death machine. We've already reconfigured most of the machines to use non-lethal tactics. There's nothing to worry about."

 **KRAAAKOOOMM!**

The two Avengers looked up at the ceiling as they heard the crack of thunder from outside. "I think they're back." Hank said, getting up from his seat.

* * *

Thor lowered his hammer as the rain continued to pour. She-Hulk covered her hair to try and shield herself from the downpour. "Thor can't you kill the rain?" she grumbled.

"The forecast called for rain Jen." Valkyrie said as she sheathed her sword, Gram, into the scabbard on her belt. She felt the magic armor and power fade from her body. The armor disappeared and the blonde hair faded to reveal a beautiful woman with brunette hair in a simple pair of jeans and a brown vest over a white dress shirt. Jane Foster removed the sword from her belt and moved towards the mansion, followed closely by Thor and She-Hulk.

The mansion gates quickly scanned them before allowing them into the compound. Thor opened the door to allow his allies inside. Two Ultron robots carried a set of dry towels which they offered to the heroes. Thor declined while Jane and Jen took theirs.

"The other's still not back yet?" Jen asked, flopping down on the couch in the living room. Jane and Thor sat down in the couch opposite of her while the Ultrons disappeared into another room.

"They don't have a mobile teleporter like Thor's hammer." Hank said as he walked into the room wearing plain clothes. T'Challa followed close behind before joining the team. "They'll be here soon though. I have an Ultron drone readied for Cap when he lands."

"Was the Captain injured?" Thor asked.

"Substantially from what I could gather. I won't know until they land."

"What happened?" She-Hulk asked. "Did shit hit the fan or something?"

"In a manner. AIM was able to escape with whatever it was that was stolen from the Baxter Building. I'd feel that the mission debriefing would come better if we heard it from Cap or Tony."

* * *

 **Triskelion, Central Hub**

Marvin Flumm stood at the helm of the large chair that rested above the technicians in the room. From his vantage point he could see the massive screens around him flicker with data and live feed from all over the world.

The man was of a smaller build but still fit for a fight. He had short black hair shaved close to his head, which now bore a headset. His face was decorated with a jagged scar that descended down the left side of his face and ended at his chin. He wore a grey jacket over a black shirt and black cargos. The gloves he wore were lined with metal on the palm.

"What's the status of Bravo team?" He barked out to the tech nearest to him. The tech quickly pulled up the feed.

"Sir! Bravo team has subdued all targets but their intel was off. Only 45% of the drugs were found inside the base."

"Have them scour that area until they find it! It's bad enough Banshee is loose here in the states! But if it's gone global that drug will escalate the arms race." He grumbled to himself.

"Sir." A voice cut in. Flumm turned his head to see his second in command, Maria Hill standing below his chair. "The council is ready."

Flumm grunted before lowering his chair and walking past his aide without another glance. The woman refrained from shooting him in the back, although that's what every fiber of her being was screaming at her.

* * *

" **We have considered your request Director Flumm…and it is the decision of this council, that the request is denied."**

Flumm inwardly snarled at this news. "With all due respect councilman, I believe restarting the Ultimates project would be benficial for SHIELD's super-human task-force."

" **It's too risky. We allowed Nick Fury to activate that protocol and look where it got us! Now there's an entire team of super-human's policing the world with the grace of the UN. SHIELD's use of the meta-humans is what lead to the liberator invasion!"**

"Those were Fury's mistakes. And I'm not Nick Fury."

" **No."** Another councilman said. **"You most certainly are not."** Flumm growled at that comment.

" **The council is well aware of your impressive record Flumm, but activating the Ultimates' program was exactly what lead to Fury's downfall. Super-humans are too dangerous. We can't afford to utilize them without insurance. The Cape-killers alone should suffice!"**

"Yes…" Flumm said. "The Cape-Killer armor was designed to boost a soldier's strength to peak physical condition as well as giving them enhanced durability, and flight via anti-grav cores." Flumm pulled up a holographic display of the grey armor (Civil War Cape Killer Armor).

" **It's is more than sufficient to take down meta-humans. We don't need them to police themselves."**

"I understand, councilmen, truly I do. But unfortunately, these suits aren't invincible. Against Captain America, an attack by overwhelming odds could down him. The same could be said of the Black Panther, Yellowjacket, Wasp, and even Iron Man. But what about Thor? Or god-forbid She-Hulk."

" **The Hulk-Buster program—"**

"Isn't finished. General Ross spent years and billions developing that technology and the methods to bring that monster down. But it still isn't good enough. Now that green monster is out loose in the world. And we have another one mere miles away in the middle of New York City!" Flumm screamed.

"Do we really want another Hulk Fiasco to occur in our city?! Who will we rely on to save us when she finally snaps and decides its more fun to rampage than play hero?! The Avengers?!" Flumm turned away from the council to pace the room.

"No…nonono…see, we need a superior super-human force that we can control. One we can aim and shoot at our enemies like a well oiled weapon."

" **Are you suggesting that we begin recruiting agents of SHIELD?"**

"Yes…and at the same time…no. I've already selected two promising agents for the New Ultimates…and they are quite promising. And above all else, they follow orders."

" **A team of Ultimates needs to consist of more than two members, Director."**

"I'm well aware of that too, sir. I've been keeping an eye on the state of meta-human affairs and have marked several candidates who I feel would be of most use to us. I can ensure their loyalty. I just need your permission—"

" **And our funding."** The councilman said.

Flumm nodded his head. "That goes without saying. I can't run an army if I don't have the means to supply it. So, Councilmen, do I have your permission?"

* * *

 **Avenger's Mansion**

The Quinn jet touched down on the roof of the mansion before the landing pad sank down on the elevator, lowering the craft into the mansion's hangar. The plane opened its boarding ramp just as an Ultron approached it with a gurney.

Binary and Hawkeye carried Cap on his stretcher until they reached the gurney and placed him on it. "None of this is necessary." Cap grunted.

"Steve, stop being a baby and get some rest. Will debrief Hank and the will talk to Jan about all this. Worst thing you could do now is get yourself in more trouble." Binary said.

"I'm gonna give Richards a call. I think he might be able to shine a little light on what was in that case." Tony said, downing another glass of whiskey. "Jarvis, see if you can get Reed on the line." He called out.

" **Affirmative sir."**

* * *

"Well, they landed." Hank said as he viewed the security feed. "Now we just need to wait for Janet."

"No you don't." a female voice called out. The group turned to see Janet Van Dyne walking in through the front door with an Ultron robot at her side holding an umbrella over her head. "The Wasp is in the building and ready for more bad news." She grumbled taking off her coat and handing it to another Ultron.

"Press conference went that badly?" She-Hulk asked.

Wasp grumbled a response before flopping down on the couch near her husband and pulling off her heels. "You could say that." Wasp scanned the room to see two members absent. "Where are Cap and Tony?" she mumbled as Hawkeye and Binary entered the room, removing their masks.

"Tony's giving Reed Richards a call to tell him that we lost whatever was in that damn case AIM stole." Clint grumbled.

"He wants to know what was in it." Carol added. "Cap is in the infirmary from that Red Skull freak."

"What?" Janet asked. She-Hulk glanced up at Carol as did the remainder of the room.

"The Red Skull?" Panther asked. "Steve's nemesis from WWII?"

"Apparently alive and well. If you ask me he's a sicko emulating a guy arguably worse than Hitler. All just to screw with Cap. Whoever he really is, no question about it, he's a super-soldier."

"And he beat up Cap?" Janet asked. Hank what's the analysis on his injuries?"

"Hmmm…luckily it isn't anything he won't recover from given a few hours of rest. Possible concussion but nothing life threatening. I think he juts might be shaken up. If that's possible."

"Seeing someone like that from your past can do that. Remember how it was for us against Whirlwind?" Janet asked, her husband nodded in agreement.

Carol took this chance to chime in. "Cap's under the impression that it's the real Red Skull. The one from his day and age."

"Can't be." Wasp said. "Unless he was frozen for decades like Cap was, I find that hard to believe."

"Surprisingly I'm in agreement with Tinkerbell." Hawkeye grumbled. Janet shot him a glare but he ignored it. "This guy whispered the Red Skull's name to Cap just to throw him off his game. If it'd been any other grunt, Cap would've kicked his ass."

"I thought no one knew the Red Skull's true name." Panther added.

"No one knew of who this monster was?" Thor asked.

"I remember my senior history course from high school, the SSR never ID the Red Skull, even after his supposed death. He was like the boogeyman for every WWII soldier on the battlefield."

"Hank." Yellowjacket glanced down at his wife. "Put an Ultron on Cap's room. He stays in bed until he's 100%, both physically, and mentally. We don't need him carrying grudges into the field."

"I'll have one outside his medbay door. He's not gonna like it though."

"Hey, he gave me the job of leader for a reason. So it's my call. We'll handle this by book. Once Tony finds out what AIM stole, we'll come up with a plan to get it back." Wasp said.

Hawkeye grunted before leaving the room. "Until then, everyone try and get some rest." Wasp ended.

* * *

Hawkeye walked down the hall and stepped into his room. He down his mask and threw his goggles onto the bed. He sighed before glancing at the photo on his dresser. His eyes lingered over his family photo before he got up and slammed it down.

* * *

"Reed, I've got some bad news for ya." Tony said as he poured himself another drink. "You want it gently or would you prefer the band aid method?"

" **Band aid method?"** Reed questioned as he appeared on the screen. **"You'll have to explain, and quick, reception isn't that great in space if you can believe it."**

"I'll take your word for it Doc. Band aid method it is then. I'm just gonna hit ya with the news. The Baxter Building was attacked."

" **What?"** Reed asked in disbelief. **"Was it Doom? Was anyone hurt? Dr. Storm was there is he-?"**

"Easy Reed. In order asked, No, yes and no. The people killed were mostly the military guards posted on the premise for security. No students were killed, but some were injured. Storm of the other hand wasn't in the building. He was guest speaking at NYU."

" **We should've been there."** Reed muttered.

"I'll say." Tony muttered, taking another drink from his glass. "You sure know when to go out of town with the family. Your future father-in-law is gonna be fine, he wasn't happy about the theft though which is what I need to ask you about."

" **What did they steal?"**

"I was hoping you could answer that question for us." Tony answered sitting down in a chair before downing the glass of whiskey. He poured himself another glass before speaking out loud. "Jarvis, can you display the file record for what was stolen from the Baxter Building?"

" **Affirmative sir."** The butler spoke from through com-system. **"File record retrieved. The object was designated as experiment CSMC QB-935."**

" **Oh my god."** Reed muttered as he heard the file name. **"Who stole it?"**

"AIM. Advanced Idea Mechanics. Think of them as—"

" **I know who they are."** Reed said as he rested his head in his hand. **"Science-terrorist for lack of a better term. I'm on my way back now."** He declared.

Tony chocked on his whiskey for a moment and coughed violently. "W-what?! Reed your all the way out in space! Closer to Mars than Earth! What's in the case?"

" **Tony…I can't—"**

"Reed you will not make it back in time to stop whatever is in that case from getting loose in the world, so tell me, what was it?"

Reed sighed on the screen and looked up. **"Truthfully…I have no idea where the idea for it came from."**

"Excuse me?" Tony asked.

" **What's in the case was…as of today, my greatest scientific achievement. It was…it was a device that allowed one to physically manipulate reality."**

"Manipulate reality? As in alter the laws of physics? Change the world?"

Reed nodded. **"I don't know how I came up with it. After our trip into the negative zone…I…started to dream of this…all powerful weapon that could bend the universe to one's whim…with it, I could've ended world hunger, created a clean free energy to give to the world!"**

"So why didn't you?" Tony asked, putting the glass of alcohol down.

" **I never finished it…I..I drew up plans for it…but I never constructed it. The idea for it, just appeared in my head from nowhere…and then came the designs, the equations…I wrote it all down…coded in my notes of course but…when I was finished designing it…I couldn't bring myself to build it. It was too dangerous. Whatever put that thought…those ideas in my head…it couldn't make me build it."**

"But you didn't destroy those plans, did you?" Reed again, shook his head. "The plans were in that case…weren't they?" Tony asked. He didn't need to look at the screen to see Reed nod. "This…device…what did you call it?"

" **I…I called it…The Cosmic Cube."**

* * *

 **Infirmary**

Cap sat up right in his bed as he replayed the fight in his head. The man had moved like Schmidt. His speed, his ferocity, his skill. It was all too familiar. It had to be him. Cap pulled off the sheets and got off the bed, only for the room to sway for a moment.

He gripped the edge of the bed to steady himself. He placed a hand to his bandaged head. The concussion was worse than anticipated but he'd heal in a day or so.

" **Captain Rogers? Is everything okay?"** An Ultron asked. Cap glanced at the robot with its glowing blue jack-o-lantern-like face. The machine stepped towards him, blocking his path. **"Dr. Pym ordered you to have at least 24 hours of bed rest."**

"I have a history of not listening to my doctors." Steve replied. He moved to the left only for the machine to move with him. "Move. That's an order." He demanded.

" **I'm afraid I must decline."** The machine responded. **"I must remind you that right now you are agitated and are in no condition to exert yourself. I must request that you sit back down."**

"I'm not go to sit on my ass while a lunatic runs free with a potential doomsday weapon. The only thing necessary for the triumph of evil is for good men to do nothing."

" **Edmund Burk. It was a beautiful quote Captain. But evil will triumph when the good man can't stand to face it. And you are hardly standing."**

Cap's fist tightened. And then he sighed. "You're right Ultron." He said, placing a hand on the robot's shoulder **. "** I am tired…and I am angry. And it won't help my recovery if I do something reckless." Cap removed his hand from the robot.

" **I'm glad you agree. Now, if you would sit back down, I can bring you some food to try and speed up your re—"** the robot stopped when it detected a foreign substance on its body. A small chip-like device was glowing on its shoulder.

" **Anomaly detected, engaging counter-m—GZZZRKK!"** electricity surged over the machine before it toppled over on the floor. Smoke billowed off its body but it remained unresponsive.

"Sorry, chum. But being reckless makes me feel young sometimes." He walked over the downed machine and turned on the computer on the room's desk. He activated a secure chat he had Hawkeye install for him and he typed in a few commands.

 **STR SPNGL: Are you online?**

A moment passed before a response came.

 **BRD MN: New lead. Want a photo?**

 **STR SPNGL: Did you find ghost?**

 **BRD MN: Depends.**

 **STR SPNGL: On what?**

Cap watched as a photo of a man appeared on screen.

 **BRD MN: You like Paris?**

 **STR SPNGL: Get on the earliest flight.**

 **BRD MN: Already on it. Calvary coming?**

 **STR SPNGL: No Calvary.**

Cap switched the machine off and got up from his chair. He opened up the locker nearest to him and pulled out his uniform. "This is personal."

 **Upstairs**

"Hank I'm telling you, we need to be more proactive." Janet said as she continued brushing her teeth. The size-changing avenger was currently dressed in a pair of short-shorts with a loose tank-top while her husband sat at his desk in a pair of sweat and a loose shirt. His eyes scanned over the screen intently.

"Hank?' she asked.

"Hmm?" Hank said looking up from the screen. "Did you say something, Jan?"

Wasp sighed and flopped down on the bed. "You weren't even listening."

"Of course I was." Hank said turning to face his wife. She leaned up and glared at him. "Okay I wasn't, but I'm listening now."

Wasp sighed again and let her head fall back. "We need to do more."

"I thought we were doing more. Our team divides into smaller groups every day for a mission in another country. It's been this way since we left SHIELD. Cap's Full Champion's status with the US government grants him the right to assemble any team he deems necessary for a mission, that mission being protecting the world."

"But we're reactionary. I mean we should be out preventing things from happening. That volcano in the Canary Island, we could've stopped it from erupting and saved millions in property damage."

"You have a point." Hank said as he sat down next to his wife on the bed. "You want to stop a problem from becoming a problem."

"I'm not shooting to high am I?" Wasp asked. "I want the Avengers to be more than a rescue group…I want us to actually make a difference."

"Janet…you've done an amazing job just getting us here. You've helped shape the team into something better. You turned us from super-soldiers to heroes in the eyes of the public, most of the world even."

"But we could still do more…I want to go public." She said.

"What?" Hank asked, now confused. Wasp sat up and turned to her husband with an all too serious look on her face.

"I want the public to know what I really am. I want them to know I'm a mutant."

Hank leaned back and stared at his wife. Then he spoke. "Then I'm with you."

"You are?" Janet asked in surprise. In all honesty she thought Hank would caution her against it if not outright reject the idea. "Y-you're really okay with me going out and saying to the press, the whole country and the world, that your wife is a mutant?"

"I married you even when I knew about, why shouldn't the rest of the world know that?" Hank said gently touching her shoulder. "It's your decision. I'll support you in whatever it is you choose to do."

Wasp leaned into her husband before giving a peck on the lips. Hanks smiled and leaned down for another kiss. Janet snaked her arms around his neck and pulled him closer for a deeper kiss.

* * *

"Thor?" Jane asked as she laid next to the blonde-haired asgardian in bed. "Why did your brother give me Gram?"

"Hmm?" Thor asked sitting up. Jane leaned over the bed and lifted her sword onto her lap. "I mean…he came out of nowhere and just dropped this thing off in my apartment and he said make good use of it. Then I unsheathe and boom…I'm an asgardian warrior with all this knowledge and experience…I just…I don't know why he gave it to me."

"I believe my brother was trying to distance himself from his past. That sword was meant for him should he be worthy. But he's trying to change…to be something more than what destiny intended him to be."

"So…this was just a gift?" Jane asked.

"I suppose so. And maybe an apology for what he did to my brethren during Ragnarok."

"You never did tell me what happened then." Jane said softly. Thor sighed. "I won't push you to tell me. I just want you to know I'm here for you."

"Thank you Jane." Thor said solemnly.

 **BWAAAH! BWAAAH! BWAAAH!**

* * *

"Oh what now?!" Wasp exclaimed.

"Gah." Hank grunted in annoyance. He grabbed his laptop and spoke. "Ultron what the Hell is going on?!"

" **Unsanctioned Quinn Jet take off. The security protocols have been overridden."**

"Shit! Jan!"

"I heard! Grab your costume."

* * *

Hawkeye groaned as he rolled out of his bed and pulled on his uniform he grabbed his pistols and compact bow, slipping it over his shoulder and marched towards the door, kicking it open.

He stormed through the halls of the mansion as the alarm blared. He stormed past two rooms and they opened to see what the commotion was about.

"What's going on?!" Carol shouted as she zipped up her costume. Thor and Jane exited their own room, fully dressed in their respective armors.

"The alarm is sounding." Thor said as he looked at the flashing hallway lights. "Are we in peril?"

"No." Jane muttered. "That's an alpha-alarm, a home invasion would be an omega-alarm. This is a low level problem. The question is what caused it?"

"Ugh…" Tony muttered as he left his own room. "Jarvis lower the damn volume on the fucking alarm!" he barked. The volume of the alarm lowered until it was a dull noise in the background. Tony grumbled in irritation as he nursed his head. "What the Hell is going on now?" he grumbled.

T'Challa turned the corner, fully garbed in his panther costume. "I believe a jet was stolen."

Hawkeye was the first of the group to speak. "What?"

"He said a jet was stolen, blondie." She-Hulk grumbled as she walked out the hallway. "Let's find out who stole it."

* * *

"Goddammit Cap." Wasp muttered as he picked up the crushed head of an Ultron drone. Yellow Jacket picked up a damaged robot and examined it.

"I'll give him this, even with a concussion he still kicks ass. But these will take me days to rebuild from scratch. I don't have SHIELD's resources to use now." Hank muttered.

"What the Hell is this?" Tony asked as he walked down the hallway into the hangar. "What happened to the Ultrons?"

"Cap." Wasp grumbled throwing an Ultron head to the side. "Hawkeye get the second jet prepped. Hank check the radar and see where it's headed, the rest of you with me, gear up and board the jet."

"Slight problem, Jan. The jet's in stealth mode. We can't track it."

"I can." Tony muttered rubbing his forehead. "I'll grab my armor and—"

"You're not going anywhere." Wasp snapped.

"What?" Tony growled in disbelief.

"You're not going anywhere. You're clearly hung over."

"Please. I've run full arms demonstration while totally drunk. Hangovers are nothing to m—"

"You're not piloting your armor while hung over, drunk or with the slightest bit of alcohol in your system. Is that clear?"

Tony glared at her. "My house, my rules."

"My team, my call. You're benched 'till you're sober. See if you can disable the jet's stealth tech or find us a way to track it. Everyone else with me. Thor, Carol, fly ahead of us and see if you can find Cap."

"Guh." Tony grumbled. He sat down at a computer terminal as the others boarded the Quinn Jet. He pulled up the diagnostics for the Quinn jets and began to click through them. "Why did I make something so damn hard to find on radar…what the?" Tony's eyes widened as the diagnostic reports came back.

"Oh shit! Janet!" he screamed into the coms.

 **KABBOOM!**

The hangar was rocked by the explosion that erupted from the Quinn Jet's left wing, knocking it off balance while tearing apart its engine. The Avengers inside gripped their seats as they tried to hold on.

Thor and Carol had barely been able to clear that blast field in time, but at least they were alive. They turned to see Tony dashing out of the lab with a flame-thrower-like device.

He aimed it at the jet's wing and squeezed the trigger. The tip of the weapon ignite in a blue light before a wave of white foam blasted from the gun to smother the flames in a coating of ice.

Tony continued to spray the foam over the rest of the jet until it was nearly completely covered in ice. He sighed, lowering the weapons as the flames were finally extinguished. He turned his head to see the jet's boarding ramp lower.

Wasp zipped out of the jet and regrew to her normal size in front of the play-boy genius. "What the Hell was that?!" she shouted.

"The explosion or the freeze-ray?" Tony asked. A glare from Wasp quickly silenced him.

"What. Happened?" she growled.

"That was Cap covering his track." Tony replied. "He sabotaged the jet's wing-thruster and rigged it to blow. Also I found a jammer in the alarm system. He must've been planning this since he was on the damn flight back from the Baxter Building."

"Fuck!" Janet screamed. "Hank, Tony, I want you on repairs, how fast can you have the Jet up and running?"

"By ourselves?" Hank asked looking at the jet. "Gives us 12 hours."

 **CRACK!**

The Quinn Jet's remaining wing snapped off, shattering on the ground. Hank turned to Tony who could only shrug in response. Hank turned back to his wife with an unsure look. "Twenty-four hours…give or take…"

Wasp sighed while rubbing her brow. "Goddammit. The rest of you are with me. We'll try to piece together what happened and keep this out of the media's ears. If SHIELD finds out we can't keep our own members in check they'll finally get the excuse to can us."

"Wasp." Panther said. The group turned to the black-clad avenger who's eyes were roaming the room. "Where'd Hawkeye go?"

* * *

 **VROOOM!**

The motorcycle roared to life with the purple-clad archer riding it. The vehicle's wheels screeched across the asphalt as he drove off down the street. He tapped his com-piece and waited for a response.

" **National Incorporated Bank? How may I help you?"**

"Joint checking. Withdrawl, 1945."

" **What?"** came the male response.

"It's me Nick. We've got a big problem."

" **It better be. Every time we use these channels we need to erase and alter them so Flumm can't track them. What's the problem soldier?"**

"It's Cap. He's gone awol. It's bad man…it' real bad."

" **Now why'd he do that?"** Fury muttered.

"It's the Skull, Nick. He's back…and Cap knows it…"

" **Meet me at the usual spot. I'm gonna need to bring in a team."**

"I'll be there in twenty. Do me a favor though…will ya?"

" **What?"**

"Tell Nat for me. I still value my genitals."

" **Fuck you man…"** Nick grumbled.

* * *

 **Triskelion**

Maria Hill and Marvin Flumm stood on the runway of the Triskelion as a private jet slowly descended onto the airstrip. The pristine white jet slowed to a halt in front of the SHIELD Agents.

"So this is him?" Hill asked while the jet's side door opened. "He's not nearly as flashy as the Stark we know."

"Have you ever met Gregory Stark?" Flumm asked his second in command.

"No sir. I haven't. Strange though, all this time SHIELD's been meeting with Stark for weapons and he never once mentioned his brother."

"That's not surprising. Stark's a glory hound. And Gregory was indisposed due to an…unfortunate accident."

"Accident?" Hill asked.

"The man is a certifiable genius with ten years on whatever his shit of little brother has. He just never bothered to mass-produce it. He was glossed over for the head of Stark Industries because he was an addict."

"An addict? To what?" Hill questioned.

"Heroin, Hill. The man fucking overdosed on it and nearly killed himself. He was hospitalized for a couple of years while his brother ran the company. Lucky for us he's up, running and drug-free."

"What's he actually like? Anything like his brother?"

"Jesus." Flumm muttered. "The man's a nightmare. But he's smarter than his brother and has no moral compass whatsoever. So in summary, he's just the type of person I like to do business with."

"So I've heard." Hill muttered beneath her breath.

"Did you have a good flight Mr. Stark?" Flumm asked as a man in a crisp white suit descended down the steps of the jet. The man was slightly taller than Flumm and had his blonde haired shaved close to his head. A thin blonde goatee adorned his face.

"The flight was fucking torture. There was a stain behind my seat and the bathroom reeked of detergent. I'm scrapping this plane for parts."

"Suit yourself Mr. Stark." Hill replied. Gregory gave the woman a short scowl.

"It's Doctor."

""Excuse me?" Hill asked.

"It's Dr. Stark. Mr. Stark is my embarrassment of a brother. And I'd rather not be lumped together with him. Now I believe that we have some business to attend to. I'd rather not waste anymore time explaining trivial matters to your secretary." Gregory walked past the two to a jeep that had pulled up to the runway.

"Secretary-?" Hill snarled.

"Please." Flumm said, raising a hand. "Don't push it, secretary Hill." He chuckled. The Director of SHIELD followed his new benefactor. Hill sneered at the two men as they walked away and reluctantly followed.

"Make it brief, Flumm. Or I'm leaving." Gregory said as they entered the jeep. "This is your transport? I see a great need of an overhaul is in order."

"Sorry, but we are on a budget. The reason I asked you here is for a very specific reasons. Two of them, actually."

"I assume funding is a key reason. I understand that your budget has been cut slightly."

"We've been shorted several-hundred billions by our president, yes. You're a self-made billionaire in private arms, far above your brother to the point where only the big shots actually know about you. You have resources and the ability to keep it quiet."

"So I assume technology is the second?" Gregory asked. "No…No there's something more isn't there?" he said leaning forward. Flumm's face remained neutral while Gregory pieced it all together. "You want weapons. You want meta-human weapons at your beck and call like Fury did."

"No." Flumm said quickly while Hill gave him a look of contempt. "Not like Fury. Fury let his monsters run loose without a leash. I have no intention of being as stupid as he was. If I'm going to work with hounds they need leashes. And I think you can make that happen."

"Of course. But first I need to know which dogs you want to adopt from the pound."

"I already have two candidates selected with more pending. I'll give you the list."

"Good. I want full detailed evaluations of all them by tomorrow morning. And I do mean all of them. Anyone involved in this new Ultimates project, I need to know everything about them down to how they take their coffee if any."

"That might be difficult to work with. Some of the ones we have aren'—"

"Make it happen then, Flumm. You're in charge of the most fortified and well-funded world security force in the world. Prove that you have the stones to run it."

Flumm's face contorted in rage for a brief moment before he sighed. "I'll have the file to you by tomorrow."

"Good." Gregory said. "Now I believe we need to go over the finer details, don't we?" Flumm reluctantly nodded. "Then let's get down to business."

* * *

 **Unkown Location**

Hawkeye stepped through the Jumpgate and emerged on the other side. Gone was the old basement of the warehouse, replaced by an old bunker made of concrete. The dark halls were barley it by the flickering lights.

Hawkeye stepped forward only to feel a spike tough his neck. "Kaine, put the stinger down before I bow off your balls." Clint snarled.

"What's my name?" Scarlet Spider asked as he de-cloaked himself.

Hawkeye grumbled a curse under his breath. "You name is Ben Riley you dumb shit."

"Good to have ya back Clint." Ben replied, retracting his stingers into his wrist. "What brings you to our humble abode?"

"He's got a job for us." Nick Fury said as stepped out of the shadows. The thud of metallic footsteps trailed behind him as War Machine followed suit, his green eyes burning in the dark of the room.

"So let me ask something." Ben muttered. "We got a good gig…or is it one of those black ops jobs that we all…love…" Kaine saw the look on the team's faces and sighed. "Fuck it's one of those."

"Who are we after?" War Machine asked.

Nick sighed and led the team towards the briefing room where he took a seat in the main chair at the front of the table.

"Boys…pack your bags. Because our target is Captain America."

* * *

 **I hope you guys like this chapter! This is the first arc in this new story!**

 **Next Time! Introducing the Secret Avengers!**


	2. Chapter 2: Ghosts: Manhunt

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

 **Chapter 2**

 **Ghosts: Manhunt**

* * *

 **Location Unknown**

"You're fucking kidding me." Kaine muttered.

"Watch the language, kid." Nick said as he punched in a set of commands into the hollow-table. He watched as several screens rose into the air and began to display multiple pictures.

"Oh, sorry sir, I forgot I was in a Catholic church." Kaine snapped. "Am I the only one a little put off by the fact that were going after Captain Fucking America?"

"You're not the only one." Hawkeye grumbled, glancing at Widow who sat stoically in a chair. Everyone else turned to look at her. Natasha sighed and stood up.

"I'm professional enough to put my feelings aside for this." The assembled group looked at her for a brief moment. "I'm fine. Nick, if you think I can't handle this, then tell me to leave."

Nick turned to Hawkeye who only shrugged in response. Fury gave him a small scowl for the lack of support. "You stay, Nat. And for your information, Kaine—"

"Ben." Scarlet Spider snapped back.

"Whatever. For your information Cap is the secondary target. Our main objective is this sadistic fuck here." Fury pulled up an image of the red skull from WWII.

"What is this a history lesson?" Kaine asked. "We're chasing ghosts now? Isn't that what the sci-fi channel is for?"

"Kid," Hawkeye muttered. "Shut the fuck up and listen."

"This here is the Red Skull, WWII's biggest war criminal behind Hitler himself. And he's arguably more insane than that guy." Nick said. "The Allies thought he died near the end of the war, burned alive during the raid that put Cap on ice."

"I don't remember any of this from history class." Kaine muttered.

"Maybe you didn't pay enough attention, that ever cross your mind?" Rhodey muttered through his armor.

"Hey bucket head, I was top of my class!" He snarled.

"Regardless," Nick interrupted. "we received actual Intel that he's alive."

"The real Skull, or a successor?" Widow asked. "There have been one or two others who've taken up the Skull's mantle, but none were nearly as notorious or as effective. They were all gunned down within a year or two."

"Extreme prejudice, eh?" Kaine remarked.

"You'd do it too. This guy is as bad as they come. I've got a pretty good example on how bad he is. All the things he did during the war, one event stands out pretty well." Nick muttered.

"The Russian incident?" Widow asked.

"Is there any other?" Nick growled before pulling up another file that was marked classified. He opened the digital file that displayed a number of gruesome pictures.

"Holy shit…" Kaine whispered.

"Who…who is this?" Rhodey asked.

"The man is Nikola Laskov. He was a Russian activist and scientist that was helping the allies. His wife was with him at the time along with their baby girl. The Skull kidnapped them for some secrets that the Allies had shared with him."

"What's that?" Hawkeye asked, pointing at a blob of blood that was splattered on the sidewalk.

"That's the man's kid." Nick said solemnly.

"What the fuck?" Kaine whispered in horror.

"What happened?" War Machine asked with barely restrained hate in his voice. His grip on the metal railing was so tight that he crushed it. The group looked at him and he released his hand from it with a slight curse. "Sorry, it's just…I saw stuff like this before in the service and I…ya never get use to it."

"You never do." Widow said solemnly.

"The Skull didn't just kidnap and threaten the guy, he threatened his family. Him and his cronies tied the husband down and then gave his wife a pair of rusty scissors. Next thing he did was put a gun to the baby's head. The wife had two choices. Kill her husband with the crude-as-hell murder weapon, or watch her baby-girl get her brains blown out. I don't think I need to tell you which one she chose."

"Holy shit…" Ben muttered, covering his mouth to prevent himself from vomiting. Despite the brief and gruesome assignments he done while still an asset of SHIELD, it didn't even compare to what he was hearing.

"After a lot of screaming and blood Laskov finally bought it. But the Skull was hardly a man of his word. So he let his rather…'rambunctious' boys have their way with the wife while he dropped the kid out of a fucking window." Nick finished.

"When do we find him?' Kaine asked before his stingers tore their way out of his wrist. "And when do I get to stab him?!"

"Soon." Nick growled. "We track Cap down. Because we have no idea where the Skull is. So we follow the hunter, and bag the prey. But first we need to make a stop."

"For what?" Hawkeye asked, getting up from the table. "A gear run? Because we could use it. This old bunker is pretty outdated."

"Gear we can easily get on the black market. We've got a new member we're bringing in." Nick muttered.

"A new guy?" Kaine muttered. "You can't be serious. We've got a full crew of super-powered brats in the floor beneath us! Seriously we got Mrs. Flamethrower, the walking armory, lizard-girl, the blonde-douche, Mrs. Insecure, Mrs. Super-insecure, and two spider-man rip offs of opposite genders. Not to mention Sergeant Stick-up-his-ass!"

"You forgot about my girls, brat." Natasha muttered.

"Yeah, like he's gonna put me on a team with Black Cat and Spider-Woman." Kaine said, gesturing to Fury who was now rubbing his brow, trying to push off his impending headache. "I'd rather avoid my sister and her friend for a while, if ya don't mind." Ben finished.

"Kaine, stop bitching. Nick, who the Hell are we getting then and why?" Hawkeye asked as he leaned on his chair. "Because it better be someone good."

"She's got more experience and skill then all of them put together."

"She?" Widow asked. A new look crossed her face, an irritated one. "No. Not her."

Hawkeye seemed to catch on. "Nope. Not happening. If she's in, I'm out. That's the deal."

"What?" Kaine asked looking between the three agents and then to Rhodey. War Machine could only shrug in response. "Can some one please tell me who 'she' is?"

"Monica Chang, the worst human being on the planet." Widow muttered.

"Well…" Clint muttered, Nat shot him a glare. "Well she's not as bad as Flumm."

"She's the second worst human being on the planet." Nat corrected.

"And my Ex-wife." Fury finished. The room fell silent as the assembled team just stared at him. "You gonna stand there and judge me all day or are we gonna go get my Ex?"

"Wait, we have choice?" Hawkeye asked.

* * *

 **Paris, France**

Steve Rogers walked down the crowded streets of the famous city and moved through the crowd. He made his way to a certain café near the edge of the streets where a lone African-American man sat at a table, a book in his hand, coffee in the other.

"Enjoying the expresso?" Cap asked a she took a seat across from the man. "I heard France had good coffee. Never got to try it."

"Never went to France during the war, Steve?" Sam Wilson asked, setting the coffee down on the table. He pulled out a picture and slid it across the table. Cap picked it up to see a picture of his oldest friend, Bucky Barnes, with his metal arm pinned beneath a massive metal tractor.

"So you found him? How'd you trap him?"

"I think the tractor is self-explanatory. Had to pin him under it to keep him down. Turn out that super strength isn't so good for lifting if your back can't take the weight."

"No offense, Sam, but I thought he'd be more difficult to apprehend. You don't even look hurt." Cap said. Sam sighed and pulled up the lower half of his shirt to show a large bandage on hid midsection.

"Knife wound. Believe me, I got lucky. He was pretty out of it when I found him. He was getting sloppy. You thought he was brainwashed right? Experimented on? I think you were right. He's been mumbling about crap from the forties since I caught him."

"So he may recognize me?" Steve asked. Falcon nodded. "Good. We're gonna need him if were going after the Skull."

"Cap, you know I trust you, but are you 100% sure it was the Skull? The dude died over 50 years ago man. You surviving was a freak accident at best."

"Sam" Cap said, looking his friend dead in the eye. Sam actually flinched other the man's intense stare. "I am 150% sure that the man I fought was Yohann Schmidt. The Red Skull."

"Okay man…I just needed you to be sure." Cap nodded before getting up.

"The drinks on me. Take me to Bucky." The Avenger ordered as he left money on the table.

* * *

 **Triskelion**

"Are you sure this isn't a trap?" a young Asian-American girl asked. She was roughly eighteen while wearing a red business blazer and skirt that stopped just past her knees. She turned to her companion, a man of similar age.

The teen was bald and wore a simple grey jumpsuit as if he'd just left a shift at a factory. The man smirked as his girlfriend followed him into the headquarters of SHIELD.

As they entered several armed guards surrounded them. "Hold it." The lead soldier ordered. The pair stopped walking as the guards pointed their guns at them. The lead man pulled out a digital pad and held it up so it was level with the duo's face before a scan was conducted.

"Confirmed…you two, follow us." He ordered, however, his men didn't lower their weapons as they walked deeper into the Triskelion.

* * *

"Director Flumm." A SHIELD aid said as he approached the leader of SHIELD. Flumm turned to the man with a scowl and snatched the holo-screen he was holding. He looked at the screen and an unsettling grin spread over his face.

The SHIELD agent was complete unnerved by this before Flumm got up from his control terminal. "Have security bring them to the secondary meeting room. Then kill them."

"Sir?" the agent asked.

Flumm glared at him. "Did I stutter? Give the order to blow their brains out once they walk through those doors! Am I clear?!" he nearly snarled.

"Sir, yes sir."

* * *

The two 'guests' were escorted into a large circular meeting room with a large circular table surrounded by chairs, but devoid of people. The guards waited by the doors, guns cocked as the two visitors sat in the empty chairs.

"So…this is the visitors lounge…could be better." The bald man spoke. His partner sat down in the opposite seat. The men around them cradled their weapons and glanced at each other.

"Well?" the girl said. "What are you waiting for?"

"Ma'am?" A soldier asked.

"Are you going to try and kill us or do we have to start?" the girl replied with a sinister grin. The men in the room glanced at each other before aiming their weapons at her and her companion. The baldheaded man grinned before raising his right hand.

Before anyone could react a blast of yellow energy vaporized the soldier nearest to the man. The soldier turned their weapons on the baldheaded teen before their guns were sliced apart. They whirled around to see the Asian girl with several wires of purple energy dangling from her fingers.

"First rule of fighting: never turn you're back on you're enemy.

 **BZZAAPP!**

Another soldier fell with a hole in his chest as the bald-headed man held his own smoking finger, each digit brimmed with yellow energy. The man stepped forward as his left hand began to smoke as well. "Did you know that the human body wastes about 70% of its energy on a daily basis?" he said, raising his hands as he peeled back what appeared to be synthetic skin to reveal a type of cybernetic prosthetic.

"Normal people waste it on simple stuff like, breathing, blinking, heart beating. Y'know, that boring basal crap that keeps you ticking." The girl said as another wire sliced through a soldier's neck, sending a torrent of blood into the air like a geyser. "My boyfriend knocked ours down to 9%."

"And that leaves up a lot of surplus energy!" the boy smirked.

 **BZAAAPPP!**

* * *

 **Paris, France**

"Not much further." Falcon said as he opened a padlocked door. The two men walked into the worn-down warehouse that was barely lit by the few beams of sunlight leaking in through the cracked windows. "He's over here."

Falcon led Cap into the adjacent room and pointed to a single man slumped on the ground with his left arm pinned beneath a massive metal tractor. The man looked up to reveal a very tired and beaten Bucky Barnes.

"Jesus…" Cap muttered as he stepped forward. "Bucky, what the Hell happened to you?"

"Guh…" the man muttered. "S-Steve…?"

"You remember me?" Steve asked, not convinced which part of his friend he was talking to, Bucky Barnes, or the Winter Soldier. "Which part of you?"

"Steve." Falcon warned.

"I need to know, Bucky. Which part of you am I speaking too? The murderer, or my friend?" Steve said. His voice left no room for mercy

Bucky sighed. "My name is James Buchanan Barnes."

"Mind telling us something you didn't learn at a museum." Falcon chimed in. "I saw you after Washington. You stuck around for a week, broke into the WWII museums and learned everything about yourself."

"I'll ask you thee questions Bucky. You have one chance to answer all three of them correctly or I'll break your teeth in and Hand you over to SHIELD. You are a wanted terrorist after all."

"Damn Steve…when'd you turn into a government spook?" Bucky muttered.

"The day they thawed me out of the ice. Three questions Bucky."

"Fine. Not like I have a choice."

"1st, Where did we first meet? 2nd, What was my hobby before the war started, and 3rd, who was the girl I dated back in School?"

Bucky looked up at his best friend and sighed. "1st, we met behind my moms flower garden…you got sung by a yellow-jacket…little bastard got me too…2nd, you used to draw comics for the newspapers…you always love drawing heroes with long capes. I always told you that capes were stupid."

"Still got one question left." Sam said.

"You never dated any girl at our school…you were too chicken to even talk to one. Heh…I remember I tried to introduce you to Patty Fold. All she said was 'Hi'… and you…"

"Blushed and ran straight to the janitor's closet." the two men said in unison, Cap smirked.

"Welcome back Barnes."

Bucky smiled slightly. "It's Bucky, Steve."

Falcon leaned over to Steve. "Did you really freak out just cause a girl talked to you?" Cap scratched the back of his head bashfully.

"You should have seen him in his shoes. They were always a size above. He had to crumple old newspapers inside them."

"Okay enough embarrassing secrets." Steve said.

"I could stand to learn a few. Bet Nat would too." Falcon smirked. Cap blushed but turned to Bucky.

"What can you tell me about the Red Skull."

"Can you first…" Bucky muttered, gesturing to his still trapped arm.

"Oh. Sam, give me a hand." Cap said walking towards the machine that trapped his friend.

"Yeah." Sam said. He stood next to Cap as they gripped the underside of the machine.

"Buck, on three, lift your hand." Cap said. "1…2…3!"

"Oh crap!" Sam grunted a she and the super-soldier lifted the machine off the downed soldier who pulled his mechanical arm out from underneath the tractor. He examined it for any lasting damage but found nothing.

"Red Skull, Bucky…I need to know." Cap said, sitting down on the tractor's wheel.

"He's not the Red Skull we know." Bucky said, flexing his mechanical arm. "At least not conventionally."

"You know you got to elaborate, right?" Sam muttered.

"He's a clone." Bucky said.

"What?" Cap asked.

"Before he died, Hydra took various samples of his DNA. Blood, bone marrow, hair skin samples, spinal fluid. Anything they could think of. They set it aside for the continuation of the super-soldier experiments."

"And they brought back that sick bastard." Steve growled in realization. "Hydra needed its leader back now…now it all makes sense."

"Cap," Bucky said, cutting his friend off. "Red Skull isn't leading Hydra."

"What?" Steve muttered.

"He cut ties with right after they cloned him. He's been active before the Liberator invasion."

"What?!" Cap shouted.

"How's that possible?" Sam chimed in. "SHIELD would of known about it, right?"

"Who says they didn't?" Bucky muttered.

"Dammit Fury." Cap snarled. "Where is he, Buck?"

"What? I don't know." He said. Sam and Steve gave him disbelieving looks. "Oh come on…I've been off the grid for months since you kicked my ass back in DC, Steve. I've been trying to get my head clear out of all that crap that Hydra plugged in my brain! You think I was spending that time looking for where Red Skull was?"

"Do you have anything?" Sam asked.

"I know Schimdt's not with Hydra anymore. That's it."

"Then who's he with?" Sam muttered.

"AIM."

The two men looked at Captain America to see him leaning against the wall. "He stole from the Baxter Building with help from AIM."

"That makes sense." Sam said. "Techno-science terrorists working with a nut job. That's a recipe for disaster."

"So what's the plan?" Bucky asked, rubbing his head. "Track down AIM and hope the Skull is with them?"

"That's the plan." Cap said.

"That's a dumb plan." Bucky muttered. "No offense Steve but do you even know where to look for him? Or them?"

Steve remained silent. Sam sighed. "Cap, you know I don't want to agree with him, but he's right. Unless you know where AIM is we don't have any leads."

"Then we'll find some!" Cap snapped. The two men gave him hard looks, making him sigh. "I need to find him…I need to end him. Because after everything that monster has done he's still alive! He's out there right now! Planning some sick game for his own demented reasons!"

"Then why not get the others in on this?" Sam asked. "Why not the Avengers? If the Skull is really this dangerous, we'll need all the help we can get."

"They've never fought the Skull. They've never faced someone this evil and twisted. I need…I need to do this…and I can let them see me like this."

"Jesus Steve…" Bucky muttered. "I want the Skull dead as much as you do, but if you go in half-cocked, without a plan, and without a team, you're gonna get yourself killed. That's my stichk."

"Then how would you do this Buck? If I'm being you I need you to think like me." Cap said, running his hand through his hair. "How am I supposed to stop the Skull."

"The answer to that is you don't." Sam said. "WE are going to stop the Skull. And that means we to need to take a breath, get off the warpath, and think about this like a rational pair of human beings."

"Trio." Bucky corrected. "If the Skull is involved then I need to take him out."

"Buck you just pulled yourself together, I can't drag you back into this."

"Steve I was with Hydra! Fucking Hydra for the better half of a century! I had a chance to kill those deranged fucks and I didn't! You can argue that I didn't have choice or that they made me a compliant little soldier but that doesn't mean I can sleep well at night knowing what I've done!" The man stood up. "They turned me into weapon. So I'm gonna show 'em that they just lost control of it."

"Okay." Sam said. "Now that we're the three amigos we can actually come up with a plan."

"Who are the three amigos?" The two men asked.

Sam sighed. "This is gonna be a long job."

* * *

 **Triskelion**

Marvin Flumm walked through the burnt and smoking room that now housed dozens of burnt corpses. "Well, did you like my invitation?' the man asked.

"Maybe you should hire better guys." The Asian woman said as she propped her feet up on the cracked table. "Cause these guys sucked at their jobs. Like, completely."

"Noted." Flumm muttered. "But I'd like to offer you both a job."

"With SHIELD?" the bald man spoke. "We like to cause terrorists, not stop 'em. So I think we'll pass." The boy said with a smirk.

"Well…I'm afraid I'll have to insist." Flumm said.

"Don't tell me you're actually threatening us?" the girl said with a smirk.

"No." Flumm responded sitting down in one of the chairs that wasn't broken. "I'm here to bribe you into…'associating' with SHIELD. Under the radar. Thus why I'm perfectly okay with the fact that you just murdered ten-plus SHIELD agents in the Triskelion."

"I claim self defense." The man said.

"Regardless, I want you to work alongside me. Besides I don't think we've been properly introduced."

"Well we know who you are, Marvin Flumm." The girl said.

Flumm smirked. "Well, then I guess I don't need to tell you that I know who you both are. Ezekiel Stane, and Sasha Hammer. You're near the top of SHIELD's and STRIKE's terrorist watch-list."

"Guess we haven't been doing too hot with terrorism if we're not at the top." Ezekiel Stane said with a smirk.

"Regardless of your insanity, that goes to both of you, I'd like to introduce you to someone."

The doors to the room opened and Gregory Stark walked into the room wearing his white suit. "I guess these are the two mad-scientists that you wanted to recruit into your initiative?"

Flumm nodded. "These two are—"

"The question was rhetorical, Marvin. And I know who they are."

"And you are?" Sasha asked.

"His name is Gregory Stark." Ezekiel said with a smug smirk. "Basically the amoral version of Tony Stark who doesn't fly around in a flamboyant mech suit."

"Speaking of which," Flumm said. "we want you to build us one." The two terrorists looked at him with blank looks on their faces. Flumm turned to Stark. "Did I stutter?" he muttered.

"Hehehe…" Sasha snickered.

"Something funny Ms. Hammer?" Flumm asked.

"Only every word that came out of your mouth." She snickered. "We're more into…biomechanical engineering."

"It's more fun to poke at human chemistry than wires." Ezekiel said with a smirk.

"Sometimes we like to play with both." Sasha added, allowing several energy strings to dangle from her fingers.

"Noted." Gregory muttered. "But we know that your raids across most of western Asia and Europe were of advanced robotics factories. You were stealing resources for a project known as Detroit Steel, or what the project was formerly called before Hammer Industries scrapped it after your grandfather died. My condolences by the way." The man said with sarcasm evident.

"Thanks for thought." Sasha said with a grin. She turned to her boyfriend and partner in crime who smirked back at her.

"I'll say this much, you're not a complete idiot Flumm." Ezekiel said. "You know how to snoop info. But the real question is why do you want our help? You got the guy who claims he's smarter than Tony Stark standing right next to you. Just have him build you an army of super-suits."

"My talents are being used elsewhere." Gregory said.

"And I don't need an army. I need a weapon. And I don't want a suit, I want a robot, and intelligent one. One for my own super-human strike force."

"You're making another team of Ultimates, aren't you?" Ezekiel said. "That's a dumb idea. A rip off team of Avengers?"

Flumm scowled at him. "SHIELD needs a team of super-humans loyal to us. To the United States. Meta-humans are popping up all over the world, more so since the Avengers decided to go public with the UN's support. Now everybody with super-powers wants to be a super-hero."

"Or villain." Ezekiel said. "But you want a team for yourself. You know the Avengers are some of the most powerful beings on the planet right? I mean they have a god and a Hulk. What do you have?"

"A multi-billion dollar anti-terrorist agency with near unlimited funding and resources and three of the sharpest and most ruthless minds on the face of god's earth. All I'm waiting on is when you finally get bored and say yes."

The two cyborg killers glanced at each other before smirking. "We get to screw with Tony Stark?' Ezekiel asked.

"Oh absolutely." Gregory said with a smirk. "If you drive him crazy I'll buy you a private island where you can play mad-scientist with any amount of people you want on it. Only seems fair, he did kill your father."

"Oh yeah." Ezekiel muttered. "He did do that. But nah, dad and I never really got along. I just like to fuck with geniuses 'til they crack."

"It turns him on." Sasha said with a sadistic grin. "So, Boss." She said looking at Flumm. "When do we start?"

* * *

 **Avengers Mansion**

"Hank, please tell me the jet is fixed." Wasp asked as she flew through the hangar in her miniature form. She regrew to her human height and saw her husband busy at work on the Quinn jet's wing.

"It can fly…" Hank muttered, stopping his welding for just a moment.

"I'm sensing a big but coming." Wasp sighed.

"I'm not sure for how long she'll be airborne. Cap blew out both engines and then some." Hank went back to welding as his wife grumbled to herself.

"Other than the wings, what else did Steve trash in our ride?"

"The shorter answer would be tell you what that son of a bitch didn't trash." Tony barked. He walked out of the jet carrying a large black object with wires hanging out its sides. He tossed it to the ground in front of Wasp. The female hero gave him a skeptical look.

"Do I even want to ask what this is?"

Tony snorted. "It's the god damn nav-system. Can we revoke Cap's use of any weapons other than that shield of his? Because I really don't want him walking around with explosives if he's going to use it on my stuff."

"Can you get this thing fixed?" she asked, looking the broken device over.

"Let's see…the entire electric grid is totaled, half the cables are burned off and…oh, yeah. The entire circuit board is shattered." Tony held up a broken green and gold circuit board that was cracked through the middle and at the edges. "So all in all—"

"We're screwed. I get it." Wasp muttered. "This thing just needs to be replaced altogether. How much longer until it can get airborne."

"At least another few hours!" Hank shouted as he continued his welding. "And that's if Cap is still in the country. If he's over seas we'll need to teleport the damn thing over."

"That's if it can take the strain of Thor's hammer." Tony muttered. "And considering my armor has to reboot half its systems every time that happens, I doubt the jet will do any better. Where's the rest of the team?"

"With Thor in Brazil. Volcanoes started erupting and they're trying to stabilize it. But Hawkeye is missing."

"Missing?" Hank asked.

"We don't know where he went. He took a bike and just left."

"What, he didn't leave a note on the fridge?" Tony muttered as he went back to working on the jet.

"No, but he did leave his Avenger's ID card." Wasp said holding up the tracking card. "Apparently he doesn't want to be found."

"Great." Tony muttered as he threw out another torched piece of equipment. "Two of our guys go AWOL on the same day…god must be laughing up a storm."

"Just tell me when you got something." Wasp muttered, shrinking down before zipping off.

* * *

 **Paris, France**

"Just up ahead." Bucky said as the trio of renegades drove a used car down the city roads.

"Where did Captain America learn to hot-wire a car?" Sam asked, as he put his feet on the dashboard.

"Nazi-Germany. And when it's borrowed, feet off the dash."

Sam moved his feet off the front of the car.

Bucky leaned forward. "Can you move your seat up?" he asked looking at Sam.

"Nope." The man replied.

"Buck, how much farther? We've been driving for an hour."

"Almost there. Turn right up here and then park." He said. Steve followed his directions and turned. The car entered a large storage yard filled with trailers and large shipping containers. Steve parked the car and Bucky opened his door. The other two men quickly followed.

"What exactly are we looking for?" Sam asked, taking his flight pack of the car's trunk.

"Large orange container with black Russian writing. Should be the size of one of those shipping containers, maybe bigger."

"Maybe?" Sam questioned.

"I haven't been to this cache in over eight years. Any time I wasn't on a mission they crammed me in a cryo-chamber for a few years."

"So you don't even know if this weapons cache is still here?" Sam asked in disbelief.

"It shouldn't have been moved if that's what you're asking."

"We don't have a choice, Sam. If we're going up against the Red Skull then we need all the firepower we can get. So that cache is the best chance we've got."

"Is that it?" Sam asked, pointing to an orange container with black markings. Bucky ran to the container and looked over the markings.

"It is!" Bucky shouted. He grabbed the chains that locked it and tore it off the container's bars. "In here!" he shouted, opening the doors to reveal an entire armory.

Sam whistled. "Damn…what'd you do, rob an armory?"

Bucky and Steve walked into the container and looked over the various weapons that lined the container's walls. Boxes of ammo littered the floor while crates of explosives and grenades sat in the corners. "So what do we take?" Steve muttered as he looked over a machine gun.

"As much as we can." Bucky replied, grabbing several rifles and shoving them into a duffel bag. Falcon grabbed a box of ammo and then a box of explosives. "AIM is a bunch of tech-heads but they can make muscle when they need it."

"If they have the Skull they have more than enough muscle. Especially if he's in peek condition like he was in WWII." Steve muttered.

"Was he that tough?" Falcon asked.

"He kicked my ass just the other day." Steve grumbled. He picked up a combat knife and looked at his reflection. He could see the determination in himself and smirked, just before a glint of light caught his eye. He turned around to look outside the container but saw nothing.

* * *

"Shit!" a figure grumbled to herself. The woman's identity was concealed beneath a mask that covered her entire face. A pair of infrared goggles rested over her eyes. She wore a form fitting black body suit and carried a light sniper-rifle.

" **Were you spotted?"** a voice asked over her radio.

"No. But I think he knows something's up. Nick, if the mess you call a team is in place, then have them move in."

" **Most of the team is in place, Monica."**

"Most? Which one of your Ultimate rejects is fucking this up?" Monica Chang hissed.

" **The trouble-maker."**

* * *

"Get the stuff loaded and let's move. We're burning daylight." Cap said, tossing the bag of guns into the car's trunk. He removed his shield from the back and strapped it onto his wrist. "Take the guns back to the safe-house."

"What are you gonna do?" Bucky asked as he pulled out a shotgun and started to load it.

Cap didn't respond. Instead he looked around the area, staring at a specific spot. "Get rid of the tail." Without warning he hurled his shield, ricocheting it off a container to slam into the invisible assassin.

"GAH!" a male voice yelled out as he stumbled backwards. The stealth-suit he wore switched off to reveal a man in a black and neon-red Spider-Man suit. Scarlet Spider grimaced as his cover was blown. "Uh…hey everyone."

"Shit!" Falcon shouted, aiming an Uzi at the teen.

"Dammit!" Kaine snarled as he backed flipped out of the way of the bullets Falcon fired at him. The teen leapt around the area, bouncing off walls while firing off shots of webbing from his wrist.

Cap dodged each one before grabbing a handgun and popping off several rounds at the agile fighter. Scarlet Spider dodged each attacked before leaping down to the ground where two bone-like stingers erupted from his wrists.

"I know you…" Bucky muttered as he recalled his attempted assassination of Nick Fury.

"Yeah. You do." Scarlet Spider replied.

"Bucky, Sam, get out of here." Cap ordered.

"We're not leaving." Bucky declared cocking the shotgun in his hands.

"Hate to agree with this guy, but ditto for me." Sam replied as he raised his own guns.

"It's not a question! I can handle this kid! Get to the safe house and track AIM down! I'll catch up!"

The two men exchanged looks before reluctantly nodding and getting into the car.

Scarlet Spider saw the car taking off and moved to stop it, only for his spider-sense to blare inside his head. He leapt into the air to avoid the shield that sailed under him. It bounced off the ground and ricocheted back to its owner.

Captain America glared at his opponent who snarled beneath his mask. "Fury, they're getting away! Get your Ex-wife to fucking do something!"

" **I can hear you bug-boy."** Monica Chang snapped over their comms. **"I'm in pursuit. Hawkeye back me up, War Machine track them and keep to the skies."**

* * *

 **Two Miles Away**

Nick Fury sat in back of the computer filled van watching the fight between Kaine and Captain America. "Kid, keep him occupied while Rhodes tails Falcon and Barnes."

" **Easier said than do-OOF!"** Kaine shouted.

"Kid? Kaine?" Fury muttered before switching to another monitor to see Faclon's car skidding through the streets of Paris with a woman in black dashing across the rooftops.

"That bio-suit sure does wonders." Natasha muttered as he watched Fury's ex pursue the two men in the stolen car. "She's reaching 102 MPH." Widow muttered.

"Yeah…don't tell me you're getting' jealous cause she got to try out the new gear." Fury smirked at her.

"Please, anything she could do in that suit I could do naked. And I'd look better too." Nat responded.

" **I'd pay good money to see that!"** Kaine responded over the comms.

"Kaine?" Fury asked.

" **For the last time—AGH! My name is Ben—gah! Fucking old bastard!"**

"I can't tell if that was aimed at you or Steve." Natasha muttered.

" **BOTH!"** Ben screamed.

" **Ben/Kaine, shut up!"** Hawkeye yelled. **"Nick we're in pursuit. Have Chang get them to turn left and I can cut them off."**

" **Don't get your panties in a bunch, Barton."** Chang muttered.

* * *

"I'm in pursuit!" Monica shouted as she leapt from the roof of a building to another rooftop. She rolled to her feet and leveled her rifle at the car. "Pop pop, fucks."

 **BANG! BANG!**

The bullets hit the road next to the car, forcing it to swerve. "Shit!" Falcon shouted. He jerked the wheel to the left, sending the car down an alley and into the bustling city.

"We need to get out of the city!" Bucky shouted, looking out the car's back window to see a motorbike quickly gaining on them. "They're trying to box us in! Take the next right! NOW!"

Sam spun the wheel to the right to avoid the bike that sped past them. Hawkeye swore under his breath before he skidded to the left, jerking the bike around. "Rhodes! I lost them!"

" **Head North. You can cut them off in half a mile."**

"Roger that, continuing pursuit!" The marksman shouted, revving the bike and speeding off up the side streets. "Nick, how's the kid doing?"

" **Let me get back to you on that."** He replied.

* * *

"God damn you, you old fuck!" Kaine snarled, leaping back so he could perch on the side of a container.

"You're not stopping me, kid. Stand down." Cap ordered.

"I don't take orders from hypocritical asses!" the teen barked before leaping off the wall, lunging at the star-spangled hero. Cap raised his shield, blocking the stingers with the indestructible metal.

"You don't understand what's at stake!" Cap shouted.

"I know your chasing a grudge that's bigger than you!" Kaine barked, firing off a shot of webbing. "The Red Skull isn't just you're problem!"

"He is my problem! You don't understand!" Cap screamed, hurling his shield at the clone. Kaine flipped over the attack and grabbed the shield by its top, stopping its movement. The disk stuck to his fingers as he flipped through the air, landing on the ground and flinging the weapon back at its owner.

Cap barely reacted in time, catching the shield as it slammed into his chest, taking away his balance. Kaine took this chance and rushed his legs, kicking the man's feet out from under him. "GAH!"

Kaine brought his stingers down, but Cap rolled out from under the attack and swung his shield up, nearly clipping his assailant. "You're telling me I don't understand?" Kaine asked. "Funny, cause I remember you telling Parker the same thing."

"What?" Cap asked in confusion.

"The guy's as good as my brother so I'll do him a family favor." Kaine raised his stingers and aimed them at the soldier. "Kicking your ass!"

* * *

"Shit!" Monica shouted, leaping over the edge of a building before landing back down on the adjacent roof. "I thought Wilson was para-trooper! Not Nascar!"

" **He's a good driver, I'll give him that."** Hawkeye said as his bike zipped after the speeding car with Monica running after them in hot pursuit.

"Take out that car, Barton! Now!" Chang screamed.

* * *

"Jesus…you are annoying…" he grumbled under his breath. Hawkeye drew his gun and aimed it at the car. He pushed the bike forward so it was neck and neck with the stolen car's engine. "Sorry Sam, and fuck you Winter Soldier."

 **BANG! BANG!**

The bullets flew through the air, hitting the car right in the front, puncturing the engine. "Fuck!" Sam shouted. Smoke billowed out of the engine while the car's speed rapidly began to drop to zero.

"I've got them." Hawkeye muttered, readying a tranquilizer arrow from his bow-gun. Before he could shoot a winged figure erupted from its roof.

Falcon leveled his wrist and fired his mounted gun. Peppering the street around Hawkeye. "Fuck!" the archer shouted, revving his bike and swerving to the side. He wheeled around the car, and felt his bike give way beneath him as the car's door broke off its hinges, slamming into the Avenger's bike.

Hawkeye tumbled onto the street, slamming into the pavement before rolling to a stop. The injured hero struggled to rise from the ground. He looked up to see the Winter Soldier standing above him, an Uzi in his right hand.

"Do it fucker…" Hawkeye sneered. Bucky leveled the gun at the man's head. Before he could react, Bucky flipped the gun upside down and cracked Clint over the head, knocking him out.

"I'm not that man anymore." Bucky said solemnly. Before he could react, Falcon tackled him to the ground right as a hail of bullets tore apart the asphalt.

"Shit." Monica snarled before she leapt off the building and landed on the street, rolling behind a car she adjusted her aim at her two targets before opening fire again.

Falcon raised his wing in front of himself and Bucky, shielding them. "If I drop my shield can you get a shot?" he shouted over the sound of gunfire.

"All I'll need is a second." Bucky replied.

Monica continued to fire her rifle with her right hand while her left went to work on a grenade. Her rifle finally clicked empty and she ditched it, immediately swapping to her side arm.

Falcon took that chance to drop his shield. "Make it count!" Bucky fired off a flurry of bullets from his own gun. Monica grunted as she dodged the bullets. One clipped her shoulder, making her drop her grenade before she raised her gun and returned fire, forcing Falcon to raise his wing in defense.

"I said make it count!" Sam shouted to Bucky. "How many windows of opportunity does that imply?!"

Monica continued to fire while her eyes rapidly scanned the street for her missing explosive. She finally caught sight of it under a car. A car directly beside her. "Fuck."

 **KABOOM!**

Falcon carefully lowered his shield as the explosion ceased, leaving a burning car in the middle of the street. Bucky gave him a smug look in return. "Shut up." Sam growled.

"We need to get back to Steve." Bucky said while reloading his gun.

"Cap told us to get to the safe house."

"I'm not leaving him back there because of me."

"You think they're after you?" Sam asked.

"I'm a wanted terrorist. Who else would they be aft—Oh no."

"They're not here for you." Sam affirmed.

"They're here for Steve."

* * *

Captain America leapt over a speeding car as he made his way through the streets of the French city. "You're not gonna out run me!" Kaine shouted as he flipped through the air on a web-line. Cap snarled as he saw the teen rapidly gaining on him.

The avenger hurled his shield at a nearby wall, making it rebound off the stone structure, sending it hurtling towards Scarlet Spider. The masked assassin dropped form the air, allowing the disk-like weapon to rebound off the buildings behind him, sending it right at his back.

The teen's spider-sense erupted, urging him to leap to the right to avoid the attack. The shield again rebounded off the street and landed back in the arms of its wielder.

"How does it do that shit?!" Kaine snapped.

"It's called skill!" Cap shouted, charging the teen who leapt over him. He lunged at the captain who blocked it with hi shield and retaliated with a kick to the teen's gut, sending him backwards.

"OOF! I call it cheating!" Kaine snapped back. He took a jab at the hero with his stingers, but only succeeded in clipping the indestructible shield he was so proudly known for. "Just stop with the shield already!" he snarled, slashing the object again.

"Not happening, son!" Cap declared, slamming his shield into the man's face.

"AGH!" Kaine snarled in pain. Before he could react his spider-sense blared to life before a stomp kick sent him into the hood of a car. "OW!"

Cap dashed past his downed opponent and rushed through the quickly emptying streets. "What've you got planned Fury?" he muttered.

* * *

"This plan is going to Hell rather quickly." Natasha muttered as she saw Cap leap over a speeding cop car before disabling its tire with his shield. "I'm starting to regret not bringing my girls along."

"Jess and Felicia are espionage, this was always meant to be a full on fight." Fury replied, watching the screens intently. "Rhodes, we're out of options. Hit 'em hard but keep collateral to a minimum."

" **I'll do my best, but frankly there's a lot of buildings here."**

"Just aim for where he's moving!"

" **Roger that."**

* * *

"Bucky! It's Cap! Are you at the safe house?!" Cap barked, leaping over a railing and diving into a nearby alley. He hit the ground running and didn't stop. "Bucky? Sam? God dammit, someone answer!"

"ANSWER THIS!"

"What?!" Cap screamed as massive black mass slammed into the alleyway, flooding it with smoke and debris. Captain America coughed to clear his lungs of the smoke while watching the shadowy form move through the dust-cloud.

War Machine stood tall, his laser cannon trained on the famous Avenger. "Give it up soldier. You're fighting a losing battle here."

"No such thing chum!" Cap shouted hurling his shield at the metal soldier. Rhodey tilted his head to the left allowing the disk to sail past his head. The object rebounded off the alleyway's walls, only to be caught by the metal titan's hand.

Rhodey looked the weapon over and chuckled. "It's amazing what Tony's warning system can do for you. 'Specially when they're plugged into your nervous system." Rhodes dropped the weapon onto the ground, his eyes never leaving the star-spangled hero. "So tell me old timer, how you gonna win this one?"

* * *

 **KRSSSH!**

Bucky cleared the broken window with his bionic arm before hopping into the warehouse through the now busted window. Sam followed him inside, lugging the bag of weapons he'd managed to salvage from their busted car.

The two men scanned the empty safe house and saw no sign of intruders or Steve. "Shit." Falcon cursed. "How much you wanna bet that he's still out fighting?"

 **BABOOOM!**

"Something tells me that a yes." Bucky replied.

* * *

"GAH!" Cap screamed as he was hurled across the street by his robotic opponent. "OOF!" he grunted as he struggled to stand. He looked up in time to see War Machine descending upon him feet first.

 **BRRKOOOM!**

* * *

"Rhodes what's going on down there? We can feel the explosions from here." Fury snapped over the comms.

" **You weren't kidding about him being fast!"** Rhodes shouted. **"Guys all over the place! Even without the shield he's a pain to hit!"**

"Nick we need to get down there." Natasha said.

"Nat, the team can handle this." Fury declared.

"Not with this coming." Widow said, pointing to the radar. Several fast moving vehicles were swiftly approaching the city streets. "Local authorities."

"Fuck. Rhodes, be advised we're moving in for extraction. Watch your fire you've got the SWAT teams moving towards you."

" **Acknowledged."**

"Nat, take the wheel, I'll handle tactical."

"Hang on and buckle up." Natasha muttered, leaping into the driver's seat before revving the engines.

* * *

" **Kaine, be acknowledged, local authorities are inbound! If you're conscious grab Hawkeye and Chang and book it!"**

"Ugh…" the teen groaned as he crawled to his feet. "Got it…ow…" the super-powered teen looked down the street to see three vans with SWAT insignias on their sides. "Dammit…I'm in route to Clint and your EX Fury, anyone have eyes on Cap?"

" **He's in combat with War Machine. Just get the rest of the team and meet us at the extraction point!"**

"Man I feel bad for Cap now." The teen muttered. "Scarlet Spider moving out!"

* * *

 **FWAABBOOM!**

Cap flew through the air, crashing into the brick street. "Aah…" he moaned before slamming his shoulder into the bricks, popping his shoulder back into place. "Gah…tougher than you thought…but you got this."

"Got what?" War machine bellowed, aiming his arm-mounted repulsor cannons at the hero. "Boom."

 **BOOOOMM!**

The blasts of energy tore the street apart, sending Cap flying back where he crashed into the ground. The hero snarled in pain, glaring at War Machine as he aimed his weapons at him again. Cap's eye found a manhole cover and he smirked.

Before Rhodey could fire, Cap rolled forward, grabbing the shield and hurling it at the armored hero. The cover slammed Rhodes in the head. Knocking off his aim as he fired. The lasers destroyed the top of a building, sending debris tumbling down on him.

"GRAAAH!" Rhodey screamed as the rubble buried him in the street. Cap panted as he tried to regain his breath.

"Now…gotta find the safe h—ARGH!" he roared as a bullet pierced his shoulder. He spun around to see Monica Chang leveling her handgun at him.

"Give it up old man!" she screamed firing off another bullet. Cap dove to the side. "Just give up! We can't have you jeopardizing the Red Skull mission because you're pissed!"

"Gruh…" Cap grunted, glancing at his bleeding shoulder. His eyes scanned the street for anything he could use.

"Gotcha!" Chang roared as she turned the corner, firing off a few rounds from her gun. Cap reacted on instinct, dropping down before ramming her with his good shoulder. "Damn you!" she screamed aiming her gun and pulling the trigger.

 **CLICK!**

Chang swore as her weapon clicked empty. Cap ignored her and made a break for it. Monica snarled as she reloaded her gun and gave chase. Her suit was damaged and torn, reducing her speed dramatically. "Rhodes! Get that sorry metal ass of yours out here!"

* * *

"Guh…" Rhodey muttered, pushing the slab of stone off his body. "Give me a second…" he moaned.

" **Quit your bitching and move your ass!"** Chang screamed.

"Grah…lady, you and I are gonna have words at some point." He growled beneath his helmet. "War Machine to Fury, I'm with Chang and we're moving to intercept Cap."

* * *

Scarlet Spider lugged Hawkeye across his back as he dashed through the streets staying just out of view of the dozens of SWAT personnel now swarming the streets.

"Guys, head up. You got the PoPo flooding the streets. Rhodes, you might wanna go stealth-mode on this, you too Mrs. Fury."

" **Call me that again and you can kiss your balls goodbye."** Monica hissed back.

"Geez." Kaine muttered as he ran down an alleyway. "There's no humor on this team, am I right Clint?" Hawkeye didn't respond due to being unconscious but Kaine decided to imitate his voice. "Yeah, you're right kid, no humor at all. Makes us appreciate having you around, pal." Ben turned a corner and hid behind a wall as two SWAT members moved towards him.

"Aww, schucks Clint, you're making me blush. Now sit tight while your buddy deals with the stragglers." Scarlet spider placed his unconscious friend up against the wall before he turned invisible.

The two cops turned the corner and saw the unconscious hero propped against the wall. The two slowly approached him with one hanging a step back. An invisible hand quickly covered his mouth before a stinger pricked his neck. The man went rigid before dropping to the ground.

The sudden noise drew the second man's attention who spun around, only to be stabbed in the stomach by and invisible force. Kaine de-cloaked and retracted his stinger. The now paralyzed soldier fell to the ground without as much as a gasp. "Alright Clint, let's go hoooo—lly crap."

Kaine walked down the alley and picked up a red and white shield. "Oh I am so keeping this." He said with a grin.

* * *

"Grr!" Cap snarled, dodging another repulsor blast from War Machine's shoulder cannon. The first avenger vaulted over a destroyed cars. Bullets and lasers littered the streets, destroying the ground Cap was running over. "Learn to aim you morons!" he snapped, leaping over a fence.

Monica followed close behind, pushing what remained of her power-suit to its limit. Rhodes simply barreled through the fence, flying through the wrecked streets.

" **Monica. What's your status? We've lost visual from Rhodes!"**

"The big metal dumbass is on my tail and we're tracking Cap! Lock onto our signal and head him off!"

"I got this!" Rhodes shouted, rocketing over his shorter ally and tackling Cap, slamming him through a series of buildings.

"Dammit Rhodes!" she screamed as the alley wall collapsed, trapping her on the other side. "Fury, belay that order! Track Rhodes, see if you can get his video-feed working! I'll catch up when I can!"

* * *

"When'd she become boss?" Natasha hissed as she steered the car deep into the city streets.

"Just let her have it. We'll be done with her soon enough." Fury muttered as he typed commands into the computer. "There we go. Rhodes we got visual again, how you doin?"

* * *

 **BRRRKOOOM!**

"Honetsly?" Rhodes asked, slamming Cap into a wall before hurling him into the street. "I'm kicking his ass!" A stomp kick was barley dodged by cap who used the moment to leap over the man, pulling him down by hi helmet. "Guh!" Rhodey grunted before blasting the man off with a repulsor.

Cap smashed through a wall, rubble piling on top of him.

" **Rhodes!"** Widow barked.

"Relax, Natasha. I'm still getting a life-sign." War machine marched over to the debris and dug his hand into the rubble, grabbing Cap's arm and pulling him out.

"Eat this bucket head!" Cap roared, bashing Rhodes in the face with a fire extinguisher. The white foam erupted in the man's face, blinding him for a brief moment. Cap took the chance and slammed both his feet into the man's jaw.

War Machine dropped the super soldier as he tried to recover. "Dammit!" he hissed as he saw Cap leap into a building. "Be advised I'm engaging Cap in close quarters!"

" **Rhodes don't be an idiot! Cap excels in close quarters! You're built for firepower!"**

"Relax Fury, I got him on GPS. My armor can take on an army and then some!" War Machine shouted as he latched onto the side of a building, gripping the walls with his hands. "I've got the son of a bitch pinned inside."

" **Rhodes I'm telling you, do not underestimate Rogers!"**

War machine ripped off the walls of the building to see Captain America standing in front of a crowd of scared people. "Oh Hell…" he muttered.

* * *

"We're fucked here." Fury whispered.

"What's happening back there?" Nat shouted as she spun the van around a corner.

"You're boyfriend has hostages!"

"What?!" Nat screamed.

* * *

"You mothe rfu—"

"Watch the language, son." Cap snapped, not moving from his spot, people were snapping photos with their phones while many stared hushed conversations about what was happening. "And stand down."

"You're using these people as hostages?!" Rhodes snapped.

"If that's what it takes, then yes. You've got weapons meant to take on armies, but that doesn't do much good when you're targets a single guy in a major world city."

"You're Captain America!" Rhodey barked.

"And you're stopping me from going after a mad man. Stand down soldier. I doubt any of those weapons on you are meant for crowd control."

"You'd go this far to stop the Red Skull?!"

"I'm doing what I have to. I'm a soldier."

* * *

"Rhodes?" Fury barked, watching the screen black out. "Rhodes! Talk to me man we've lost visual!"

"Nick you know what happened!" Nat muttered getting out of the driver's seat and grabbing her pistols.

"Where are you going?!" Nick snapped.

"To finish this!" she barked back.

 **KRROOMM!**

War Machine smashed into the street with a resounding crack, shattering the street. Widow rolled her eyes before dashing through the streets at inhuman speeds. She drew her weapons and aimed it at the quickly moving blur atop the buildings' roofs.

"Chang where are you?!" Widow snapped into her ear-piece.

" **I'm in route to Cap's location! Looks like Rhodes got his ass handed to him , eh?"**

"Can you try to at least sound concerned?" Widow growled.

" **About Fury's reject Ops team? Please. Just get Cap to turn left. I'll handle the rest."**

"We'll see." Natasha growled, firing her pistols. Cap turned to the left to avoid the bullets. Without his shield he couldn't block the bullets. "He turned. Move that bony ass of yours bitch!"

* * *

"Wow, you actually cursed at me." Chang snickered. Guess someone grew a pair." She leapt onto a dumpster and used it to launch herself up the side of a building. "Watch out Captain Asshole, I'm coming for you!" she leapt from the roof, tackling the startled hero through a window where they crashed into an office floor.

The people in the office looked up in shock before Chang brandished her weapon and fired it into the air. "Move it morons! Super-hero fight happening!" she shouted in French

The people screamed in fear before dashing back into the halls. "Get off me you bitch!" Cap snarled kicking the woman off of him. The man moved to the window to flee but was stopped by a hail of bullets shattering the window frame above him.

He looked down to see the Black Widow popping off a barrage of bullets. Cap frowned and leapt out the window, landing off the adjacent roof before dropping to a roll, avoiding the hot lead that sailed past him.

"Dammit Nat!" Steve shouted.

"Just give up Steve! The Red Skull is already winning if he's making you do things like this!"

"Save the therapy session for when he's in a cell!" Chang screamed, popping off a few rounds at the living legend. The man dodged them before grabbing a loose shingle off the ground and chucked it at Fury's Ex.

The projectile struck her in the temple, making her stumble.

* * *

"Nat! Monica! Give me a visual! Dammit is anyone on comms?!"

The van's door slid open, alerting Fury to the intruders. He spun around and aimed his gun at Scarlet Spider and a groaning Hawkeye. "Please don't shoot us." Kaine muttered.

"Dammit kid. What happened to Clint?" Kaine set the wounded hero down on the van's floor. The man rubbed the back of his head in pain.

"Winter Soldier kicked my ass."

"And he didn't kill you?" Fury asked.

"Geez, don't sound so disappointed." Kaine muttered. "Where's widow?' he asked, not seeing the red head.

"Went after Cap." Fury replied. "I've got no visuals and no ones answering my comms."

"I'm going after them." Kaine replied, hopping out of the vehicle before sprinting off into the street. He fired off a web-line and pulled himself onto the roof of the building. He looked around and saw the flash of gunfire and the quickly moving form of Captain America. "Got ya."

* * *

" **Rhodes! Rhodes wake up!"**

"Gruh…" Rhodey moaned. His HUD system slowly rebooted, shining a green light in the soldier's eye. "Ah…old man backs a punch…" War Machine grumbled, sitting up.

" **I did warn you."** Fury replied.

"Gah…hold on a minute, I'm rerouting my nanites to reboot all my primary systems. This could take a minute."

" **All we got is a minute. Monica's got a plan and we need you near the river!"**

"What?"

* * *

Captain America leapt from one rooftop to another, dodging bullet after bullet from the deadly assassins. Cap moved to the edge of a building before a black and red blur tackled him off the roof. "Kid?!"

"Shut up old man!" Scarlet Spider snarled before they slammed into the pavement. The two tumbled towards the riverbank, stopping just before its edge.

" **Kaine! Fury here! I need you to listen!"**

"Oof!" Kaine grunted as Cap slugged him across the jaw. "Kinda busy Nick!" he muttered slashing at Cap with his stingers. The man dodged and kneed the teen in the chest, nearly breaking his rib. "GUH!"

" **Ben we have a plan and it needs you!"**

Cap punched Kaine across the jaw again before flinging across the road. "Ow…okay…I'm listening…but just because you used my name…"

" **Good, now shut up and listen."**

"Give it up kid, you and you're team aren't going to beat me. Get Fury to call off his this OP and I'll make sure you keep the majority of your bones in tact."

"Normally I love it when you get cocky…"Black Widow called out, aiming her pistols at her lover. "but in this case I find it irritating."

Cap glared at the female spy and saw Monica Chang aiming a gun at him from just a few feet behind Natasha. The sound of rocket boots alerted Cap to War Machine's presence as he rocketed into the area.

Before he could react, Scarlet Spider tackled him with as much power as he could muster, propelling them both into the water. War Machine saw the movement and blasted into the water.

" **Rhodes do it now! Light it up!"**

"Sorry kid." Rhodey muttered as he primed his suit's electrical field.

Cap never had a chance as a current of high-voltage electricity erupted through the water, shocking both him and Scarlet Spider.

The river was alight for just a few seconds before dimming back to its standard bluish hue. Two bodies floated to the surface before War Machine broke the water, grabbing both his target and his teammate.

"Can't believe that actually worked." He muttered, ignoring Chang's smug smirk.

"Chang to Fury. We've got him. Living legend neutralized."

* * *

Across the river, a single red drone perched on top of a railing, watching the events unfold. The machine zoomed in on the unconscious Captain America, relaying its images back to the controller.

"Damn." Falcon muttered a she saw his friend being dragged off by the Secret Avengers. "Now we got to plan a rescue mission."

"Can that bird of yours track them?" Bucky asked, watching the screen intently.

"Yeah. Red Wing will tail them for as long as it can. But I don't think we're gonna be able to rescue him all by our lonesome."

"We won't. But I know a guy who might be able to help. You got a satellite uplink in that flight pack?"

"Yeah. Please tell me you're calling the Avengers."

Bucky opened the flight pack and activated its com-system. "Nope. From one former terrorist to another…we try to keep tabs on ourselves."

"So which former terrorist headquarters are you calling?" Sam asked.

"Genosha."

* * *

 **Alaska, AIM Headquarters.**

Deep beneath the snow-covered surface, dozens of AIM scientists were hard at work. Utilizing dozens of machines to hurry their work along. One particular scientist stood above the lab in his own private lab, which now held a very special guest.

"Mr. Skull, I think you'll be pleased to know that the project is proceeding ahead of schedule. The Cube will be complete in 48-hours. Maybe less."

"Really?" Red Skull muttered in an almost bored fashion. The scientist turned his head to look at the murderer and audibly gulped.

"Is something wrong sir?" he asked.

"Bored." Was all the Skull could reply with. He was tentatively tapping his fingers on the side of the table before he turned back to the scientist. "Get me a mirror."

"Sir?' the man asked in confusion.

"A mirror." Red Skull nearly growled. His tone indicated that another repeat would spell out the rather gruesome fate of the scientist. The man quickly scrambled for a reflective tool and handed it to the Skull. Yohann Schmidt looked at his reflection and grinned.

He pulled out a sharp knife from his coat and flicked the blade open before positioning it at the base of his cheek. "Sir?" the scientist asked in disgust as he saw the Red Skull beginning to peel back the flesh of his face with the knife. "What are you doing?!"

"Hush." The Skull said calmly, not even flinching at the pain. "My cloning was…incomplete. My body was revived, but my visage had been masked by the face of Yohann Schmidt. I had to peel back the flesh to show the world my true face. But every week or so it begins to grow back. So again I must peel back the flesh."

Blood began to drip on the floor as the Skull continued to remove parts of his healing face. Before the scientist could speak, a beeping noise grabbed his attention. The man picked up a disk like device and placed it on the floor.

It emitted a bright blue light before the form of a woman emerged from the hologram. The woman was almost as tall as the Red Skull. She had long black hair and an attractive figure. Her piercing blue eyes made her henchman flinch under her scrupulous gaze.

"Ah Mr. Skull." The woman said with a sick grin. The mystery woman didn't seem fazed at all by the man's self-mutilation.

The Skull paused in his work to glance at the hologram. "Madam Superia." He replied before going back to work on his face. "Is there something you wanted to tell me?' the deranged German muttered as he sliced off a piece of his flesh above his eye.

"Yes, about your payment." The woman said. Skull spared her another glance. "It was transferred to your account over 12 hours ago. And why you're presence…'inspires' morale, I fail to see why you're still here."

Skull placed the mirror back down on the table before jamming his knife into the workbench. "I believe you're familiar with Captain Rogers, yah?" Skull muttered.

"Captain America. I am familiar with him. As well as your relationship with him."

"Then it shouldn't take a woman of your caliber to understand why I'm still here." The Skull stood up and pulled a cloth out of his coat before pressing it to his face, wiping away the stains of blood that leaked from his mutilated flesh. "I want him to meet me, face to face. He knows I'm with your organization. So he knows where to find me."

"You're looking for a fight?" she asked, raising an eyebrow.

"I want a murder. His murder. I want to be there when the light leaves his eyes. When he realizes despite all his gifts, despite all he's accomplished, he's a false icon that failed. He's a lost fool who died for nothing."

Superia stared at her associate before looking back to the chief scientist. "How goes production of the cube?"

"48-hours ma'am. We're currently siphoning off energy from the pocket dimension, but its proving more unstable than originally predicted. We…we might not be able to create a permanent source of power for the cube."

"Then we'll just have to find more dimensional rifts."

"I doubt they will be s easy as gas stations." The Skull chimed in. "According to you scientists, these pocket dimensions create their energy from their constant growths and destructions. The fluctuations they create acts like friction, creating heat, and thus energy. But you're guzzling what energy the rifts need to grow."

"Thus destroying them in the process. I'm pleased to see my scientists have been keeping you informed on our little projects. But we've also discovered various pocket dimensions. We have at lest 34 that house enough energy to potentially recharge the cube's power if it begins to exhaust itself."

"Don't you think that a more permanent power source would be the best solution?" Red Skull asked.

"Absolutely, Yohann." Superia chirped. "But that itself is a problem. Where on Earth would such a source be, if any?"

* * *

 **Secret Avengers Back-up Bunker, France**

Nick Fury sat in his make shift office, staring ahead at the opened briefcase in front of him. Inside the case was a glowing red stone, bathing the man's face in its red light.

"A space stone that can warp reality…" Fury muttered. "If its so special why was it in your hands?" Fury asked staring at the picture of a dead blue-skinned alien in a full white suit of body armor. A massive hole was in the middle of his chest.

" **That's what we're trying to find out Fury."** A vice spoke through his com-link. **"The Kree told us this was one of six stones, called them Infinity Gems. And he said one was enough to level planets."**

"And that they were drawn to each other. But why tell us? The last time we had an encounter with the Kree Philip Lawson and Carol Danvers were abducted. Now Danvers has a plethora of powers that make her an omega class threat and then some."

" **I know as much as you do Fury."**

"Somehow I doubt that, Brand." Fury muttered. "You're keeping something from me. SWORD and SHIELD maybe separate but they're both meant to protect this planet. SHIEL from itself, and SWORD from everything else."

" **You're not SHIELD anymore, Fury. You're a ghost trying to preserve what it used to be.** **This is a courtesy call. I'll keep you in the loop as long as I need to. Brand out."**

The link went dead. Fury sighed and closed the case. "When I see a WMD…my first thoughts are always the same. What can it do? Where can I hide it? And How can I use it to my advantage? Well…tonight I only want to think about the first two."

Fury got up from his seat and looked out his office, staring down at the room full of his Secret Avengers and the newly captured Captain America. "Because I really don't know how to answer that third one."

* * *

 **Hoped you guys liked this chapter, as it was both difficult and incredibly fun to write! If there's any super-hero or heroes you would like to appear in this story please shout them out in PMs or reviews I tend to respond to both!**

 **Next Chapter: Ghosts Pt 3: Battle Royale!**


	3. Chapter 3: Ghosts: Battle Royale

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

 **Chapter 3**

 **Ghosts: Battle Royale**

* * *

 **Secret Avengers Bunker, France**

The room was silent despite the number of people that occupied the room. War Machine's armor sparked as his bodily nanites went to work repairing many of the micro-fractures that littered his armor.

Black Widow sat in the corner, cleaning her disassembled pistols. The redhead said nothing as she wiped the handle of her gun clean. She glanced up to see most of the team glancing in her direction before quickly looking away from the assassin, all except Monica Chang.

"What?" Natasha asked, sick of the woman staring at her.

"You're taking this all pretty well. We just kicked your boyfriend's ass and you're sitting here as stoic as ever."

"And how is that a problem?" Widow muttered.

"Well…" Chang said with a smirk. "Some people might think you're a cold hearted bi—"

"Okay I'm done with this." Scarlet Spider hissed, dropping from the ceiling. He walked past Hawkeye who was sharpening arrows on a wet stone. The blonde archer gave the teen a hard glare, making him pause. "What Clint?"

"The Hell do you think you're going?" he asked.

"Out." Kaine replied.

"Out where?" Hawkeye grumbled, getting off the chair he was using to stop the wayward teen.

"Where do you think? We're in fucking Paris, there's bound to be something to do." Ben responded. Hawkeye grabbed his shoulder stopping him.

"We're in the middle of a mission. You can't ju—"

"Just what? The mission is stalled as Fury is holed up in his 'office' with Captain America who's doped up to the eyeballs on sedatives. So until the one-eyed bastard come out with some new orders, I'm going out!" Kaine jerked his shoulder free of the man's grip and stormed out of the room.

Hawkeye grumbled to himself before grabbing a trench coat off a stack of crates. "You going after him?" Natasha asked, watching Hawkeye leave the room.

"Someone has to make sure he doesn't do anything stupid while we're here."

"Like sleep with some chick he picks up in a club?" War Machine muttered.

"For starters!" Hawkeye shouted back.

* * *

 **Triskelion, New York City**

"Subject has arrived and is in route now, sir." A technician said to Director Flumm. The man looked over his army of SHIELD workers and smirked.

"Call Gregory Stark. Let him know that John Walker has arrived and is in route to the labs. I want all our scientists prepared for the procedure ASAP." Flumm stood up from his chair and exited the room.

* * *

Outside on the runway, a large VTOL touched down on the tarmac, whipping up hot air all over the cold concrete. The doors to the vehicle opened to allow a tall man with close-cut blonde hair wearing military fatigues to exit the VTOL. He carried with him a large duffel bag.

"Captain Walker." A voice called out. The man turned around to see a woman with short black hair in a SHIELD uniform standing near a group of soldiers. "You are Captain John Walker of the 52nd Marine Core, aren't you?"

"Yes ma'am." The man saluted. "I received orders that I was to be reassigned to New York at O'1000 hours."

"Uh-huh." The woman replied. "I'm special agent Daisy Johnson of SHIELD. If you'd follow me I'll take you to your new Commanding Officer."

* * *

 **BEEP! BEEP!**

"What?" Gregory Stark muttered as he watched a series of equations form on his computer.

" **It's Flumm, John Walker is here. He's being escorted to your lab now for his procedure. I'll meet you there shortly. And I hope you'll actually explain how this is supposed to work."**

"My research is private for a reason. That's why I have a private lab." Gregory lifted up a vial of green blood and swirled it around. He glanced down at the second vial, one of red blood. "Besides, I'd doubt that you'd actually understand."

" **You'd be surprised you bastard. We'll be there in ten minutes. I'd expect and explanation when I arrive!"**

Gregory killed the phone call and went back to work, examining the two vials before placing them in a centrifuge-like machine. He placed the two vials into the machine and inserted a third one into the center of the machine. He pressed a switch and watched the fluids merge together, becoming a grey sludge.

"The blood of the first super-soldier and a Hulk…oh the possibilities." Gregory smirked.

* * *

"How long have you been a member of the marines?" Daisy Johnson asked as she led John Walker down into the lower labs of SHIELD.

"Since I was twenty-one ma'am." He replied. "I've been in the service for over ten years."

"Impressive record from what I've heard." Daisy said as they entered an elevator. "Multiple tours of duty, a purple heart medal and Medal of Honor."

"Thank you." The man replied curtly. The woman glanced at him before speaking again.

"You'll be meeting with the Director and the new head scientist of the super-soldier program. Have you been briefed on the procedure?"

"Super-Soldier program? I thought I was here for a mission."

Daisy raised an eyebrow, becoming tightlipped. "They didn't tell you."

"Are you part of the program?" The man asked, eyeing the bulky silver gauntlets that rested on her lower arms.

"No." the woman replied, shifting slightly. "I'm…I'm a mutant." She said, turning around to face the elevator doors. Walker gave her a small scowl and returned his gaze to the doors as they opened into the hallway.

Two soldiers were there to meet them. "These men will escort you to Dr. Stark." Daisy said. Walker nodded, not bothering to look at the agent as one of the soldiers motioned for him to follow.

"Agent Johnson." The second soldier said. "You're needed for your physical."

"Again?" Johnson muttered. "Whatever. Let's go." She muttered as she and the soldier walked into the elevator.

* * *

"Welcome Captain Walker." Flumm said, shaking the soldier's hand.

"Director Flumm." The man replied before glancing at Gregory Stark. Walker offered his hand but Gregory ignored him.

"The procedure will take place in the next few minutes. My team will prep you for the procedure." The man turned around and walked back to his computer to finish his work, leaving Walker more confused than he was previously.

"Sir I don't understand what's going on." Walker said. "I was told I was being reassigned to the Triskelion for Homeland Security. Wh—"

Flumm chuckled. "No no no…not homeland security. SHIELD is planetary security. You are being reassigned to us Walker. And you will be protecting the homeland, but not as a grunt."

"Sir?"

"Stark, unlike his brother, doesn't like grand speeches, and I'm not exactly a…what's the term? People-person? Which is true. I hate people."

"Sir I don't understand where yo—"

"But I serve my country. I serve my country because I love this country. Can you say the same sir?"

"Yes sir." Walker responded without hesitation.

"But serving your country means sacrificing a few things. Patriots, true patriots are willing to give their own for their cause. That's why I'm asking you to do something for us. You know the world we live in now, don't you? You've been in the thick of it."

"Yes sir."

"What have you seen out there in these past few years? What have you witnessed? I know you were involved in the incident in Mumbai. When the super-soldier was dropped. You and you're squad faced it, so what did you see."

Walker said nothing.

"This is not a breach of confidentiality, soldier. I'm your superior officer now. You will answer me. What did you see."

"I saw a freak of nature." Walker responded.

"Ha!" Gregory chuckled. Walker turned to the man with a scowl.

"Ignore him." Flumm said. "Continue Captain. What did you're men see?"

"We saw a monster. It looked like a man but…it was covered in twisted metal and what looked like charred flesh. Bullets were useless on it. It just sent them back at us."

"The Hydra weapon known as Rebound. SHIELD had been tracking it for days until they escaped to Mumbai."

"You knew about it?" Walker asked.

"Watching Hydra is part of my job. But they slipped form my grasp. And your squad paid the price. I'm aware you had to destroy a building to finally kill it."

"Sir…respectfully…I had 8 men in my squad. Two of us made it out alive and the second man is…will be in a coma for the rest of his life. So…why the fuck was my squad in that situation in the first place?!" The man roared.

The soldiers in the room gripped their weapons but stood down when Flumm waved his hand. "You're right, John. I failed. I failed my mission and my country and because of that your men paid the price. But it opened my eyes, and I hope yours." Flumm held up a small metal ball that projected holographic images of various super-humans fighting monsters or other super-villains.

"The world is changing. Crime is becoming super-crime. Weapons of terror aren't dirty bombs or groups like Isis. It's these super-humans. These past few years have been the birth of a new era of beings. Mutants were the stepping-stone and now there's more. We're not alone in the universe because of those Asgardians or the Chitauri. People can't even walk out their front doors without the fear of being blown up by some new freak in a mask!"

Stark turned to his benefactor and smirked as he saw Walker's hands balling into fists. Flumm continued his little rant with no regard for the smirk Gregory was giving him. "But now I've got a chance to stop it! As much as I despised Nick Fury for his many failures, he was a man of vision! And he had plans! And although he can no longer be trusted to do such things, I can. I've been approved to fcreate a new team of Super-humans. A new team of Ultimates."

"No!" Walker snapped. Those freaks are a menace! It's bad enough they're allowed to walk freely in the streets but this?! You want to put a bunch of untrained freaks into a position of power!? That's worse than the Avengers!"

Flumm's face broke out into a massive grin. "My thoughts exactly."

"What?"

"John, you're right. And untrained super-human task force would be disastrous. That's why you're here."

"What are you talking about sir?"

"I want a military group converted into a super-human fighting force for America. Imagine a group of super-human soldiers with military training. They'd be unstoppable, efficient, and most importantly, accountable. They'd be able to ensure that no more soldiers would be slaughtered by some terrorist's super-weapon."

"You're serious." Walker muttered in shock.

"Deadly." Flumm placed his hands on Walker's shoulders and sighed as if he was tired. "Walker I need you to lead this team. This team needs a Captain America. But not just any. It needs a better one. A modern one. It needs a true patriot and of all the soldiers I've seen, there's no one better than you."

"You want me to become a monster for my country?" Walker muttered.

"Yes." Flumm declared. "I need you to be the patriot Steve Rogers never could be."

"When…when would we begin?" Walker asked solemnly. Flumm's somber face broke into a sick grin.

* * *

 **SHIELD Med-Lab, Top Floor**

Daisy Johnson sat on top of a med-table wearing a white tank top, her uniforms top was loosely hung on the chair to her right. "Can we get this over with please?"

"Just a moment agent." The doctor said. The man pulled out a small syringe filled with a silver fluid.

"What's that?" Daisy asked, tensing for a moment.

"No need to worry Agent Johnson. It's just a nanite payload. A new technology we're developing. We've nicknamed it Smart-Blood'. It will allow us to track your movements in the field and monitor vitals."

"A bit invasive." Daisy muttered as she bared her arm for the doctor. The man injected the substance into her arm. "But I guess I can see why we need it. Are all the field agents getting these shots or is it just us mutants?"

"It's no secret that Flumm is bigoted against mutants but even he's not THAT bigoted. It's for all super-human field agents. Probably to collect data for the super-soldier program. Basically the Smart-Blood will let us monitor your powers in the field as well, think of it like live combat tests."

"Not a terrible idea, but, can it affect my powers?" Daisy asked, slipping her jacket back on.

"They shouldn't. The nanites are specifically set to monitor vitals, not alter them. They shouldn't affect your powers in any way."

"Well there's a silver lining." Daisy muttered.

* * *

"The procedure will consist of 2 stages. The first is a set of injections, two into neck muscles and two into the spine." Gregory stark said as they strapped a near naked John Walker onto a mobile gurney. "The second stage will be exposing you to an extreme environmental conditions to push the serum into activating."

"Any questions?" Flumm asked as they rolled the man into a gas chamber. Two scientists walked into the room carrying two cases.

Walker watched as three needles were removed from one case and a single syringe from the second. Walker glanced to Flumm as the first scientist placed the syringe on his neck. "Who else is on the team?" Walker grunted as he felt the first shot enter his neck.

"We're still selecting the candidates. But one we have selected was the one who brought you here."

"Agent Johnson? The mutant?"

"I know. She wouldn't be my first pick either given she's a Fury loyalist but she has experience in the field and her powers make her versatile."

"Gruh!" Walker hissed as the second shot pierced the opposite side of his neck. "Fine. But I want to talk about who else will be on this team of…Ultimates."

"Deal."

Gregory looked at the tablet in his hand and nudged Flumm. The stress test will start soon. We'll need to be on the other side."

"We'll see you in a few minutes Captain Walker." Flumm stated.

Walker was immediately flipped over so he was facing the ground. "These shot will be quite painful, but sedatives aren't an option I'm afraid." The scientist said as the remaining two injections were placed against his spine.

* * *

"The box is sound proofed right?" Flumm muttered as he watched Walker being injected with the massive needles. The man screamed in pain but no sound was heard. "Well that answers that question."

"The original treatment only called for three injections. Two in the neck, one in the spine. You added the fourth one didn't you?" Gregory said. The man watched as the two scientists exited the chamber before the doors sealed shut.

"The fourth shot contained the 'Smart-Blood' I've been pushing for in our post-human combatants." Flumm smirked. "Now, you gave him the blood of Captain America, but what did you mix it with?"

"The blood of the Hulk." Gregory smirked.

Flumm forced himself not to scream as he snarled at Gregory. "Are you insane?!" he snapped.

"No, that's my brother. I'm the smart one remember? Besides, the nanites will help to stop his rage." Stark pressed a button on his tablet. "Walker if you can here me I'm initiating the stress test."

"Exactly what kind of stress are you exposing him to?" Flumm asked as he saw the pressure in the box increasing on a monitor screen.

"That gas chamber is actually a little testing chamber Tony and I invented when we were young. We called it the Planet Tank."

"Planet Tank?"

"It simulates the atmospheric conditions on other planets Marvin." Gregory said with smirk. His grin grew as Flumm's eyes widened. "Tony and I had plan to put people on other planets when we were teenagers. We needed to simulate the conditions explorers would face. How do you think Tony tested out his ridiculous Iron Man suits?"

"What planet's atmosphere did you set this test to?!"Flumm exclaimed.

"Venus." Gregory said, handing the device off to Flumm. The pressure was rising at an alarming rate. "Don't worry, the tank can take the pressure."

"The tank?! I don't give a shit about you're glorified terrarium! If Walker dies our plan goes to Hell! This whole operation depended on him being the leader of this strike force!"

"Did you know that Earth's pressure is 1,013 millibars. On Venus its 92,000." Gregory said with a smirk. "That's like having half the ocean dropped on you."

"Dr. Stark!" A scientist screamed. "His muscles tissue is tearing itself apart! He'll die at this rate!"

"Dammit! Abort the procedure!" Flumm hollered.

"Do not carry out that order!" Gregory shouted. "If we kill the test we might lose the only opportunity to make the strongest super-soldier we've ever had! I can't replicate the formula if it doesn't activate!"

"Sir! His vitals are escalating!"

"His musculature structure just increased by 200%! His bones are—Oh my god!"

"What's happening in there?!" Flumm roared. He turned to the chamber to see Walker thrashing in pain. The man looked like he was in agony as his muscles bulged, snapping the leather straps that restrained him. He collapsed on the floor and screamed as his spine started to snap from his sudden growth. His bones cracked and heal repeatedly.

"Nanites are detecting massive height and weight changes!"

"To what?!" Flumm barked at the scientist who looked absolutely horrified.

"1200 pounds! Height has increased to…8 and ½ feet!"

Gregory glanced back to the tank to see Walker screaming in pain, slamming his fist into the ground. "Sir, new cells are growing at impossible rate! I'm already detecting new nerves, muscles, whole new organs!"

"This guy must be in agony…he's being ripped apart and regrown a million-times a second!"

"What's the status of the nanites?" Flumm asked as he saw Walker's muscles grow to almost 20-times their size. "Status?!"

"Nanites still active sir!" a tech responded.

"Prep the nano-chain! I want is ready to fire on my mark!" Flumm roared. The director of SHIELD watched in horror as the massive brute that was once John Walker slammed his fist against the Planet Tank's wall. Flumm could see the putrid grey skin bulging with blood.

"Prepare to fire nano-chain in five!"

"Relax Marvin." Gregory said calmly. "I'm increasing the pressure. We'll hold him there until he calms down or passes out."

 **BAAM!**

The room shook as the monster slammed its fist into the glass. "See?" Gregory smirked as no damage was seen. "In a few moments he'll be out like a baby."

"Sir! His cells are still growing! He just formed a new layer of bone and muscle tissue!"

"What?" Stark muttered. Another fist struck the glass, cracking it. "Oh my god." The man muttered in fear.

"Four!" Flumm screamed as another fist cracked the glass.

" _RRAAAAHHHH!"_ The monster screamed.

"Three!"

"Security!" Stark screamed. A full troop of soldiers cocked their rifles and aimed it at the tank as a massive fist shattered the tank. The monster stumbled out of the tank as the pressure in the air immediately shifted.

"Two!" Flumm screamed. He turned to the technician only to seem him terrified. Cursing beneath his breath Flumm shoved the man from his seat and readied his weapon.

"Fire!" Gregory screamed. The soldiers bombarded the grey goliath with a volley of bullets that pelted the monster hide, only to clatter harmlessly to the floor.

" _RAAAAGHHH!"_ The monster screamed lunging forward.

"ONE!" Flumm screamed, triggering the nanites.

" _RRAAAAHHHH!"_ The monster roared in agony as a billion microscopic machines latched onto his nerves. Each device sent off a cacophony of pain that surged up Walker's spine and into his brain, dulling the rage he felt and replacing it with raw agony. " _AAAHHHH!"_

The monster fell to a knee, gripping its skull while wailing like an injured child. "Reducing settings." Flumm mumbled as he ordered the nanites to deactivate part of the monster's brain. The part that controlled rage.

The monster moaned in pain before falling face-first onto the ground, his increased size slowly shrinking until it returned to a more muscular version of John Walker. The soldiers slowly approached the downed man with weapons raised.

"He's alive." One said after checking the man for a pulse.

"What of his vitals?" Gregory asked. He leaned over Flumms shoulder to see that the man's body had grown extra muscle and denser bones. "Amazing…these results are even better than Captain America!"

Flumm broke out into a massive grin as he began to chuckle. "Hehehe…who needs Captain America? We have something better. We've got a USAgent."

* * *

 **Paris, France, L'Homme Faible**

The bar was filled with various patrons laughing and drinking away their problems while a soccer game played on the big flat screen that hung over head. In the midst of this boisterous atmosphere sat a young man with brown hair sitting in one of the corner tables.

He was currently absorbed in looking over the various female patrons of the bar who were busy drinking, chatting or applauding the soccer game. He saw one particularly attractive woman sitting at the bar by herself.

The man set his drink down and prepared to approach her before a blonde haired man sat down in the seat in front of him. "You ass." Kaine muttered, glaring at Hawkeye who wore his civilian attire.

"I'm the ass?" Clint muttered with a frown.

"Yeah. You are a cock-blocker. What are you doing here?"

"Making sure you don't do anything stupid."

"I was just going to—"

"Hit on the chick at the bar and get laid? Like I said, I'm here to stop you from doing anything stupid." He said, taking Kaine's drink. He sniffed the glass and set it down. "How'd you order alcohol?"

"You know the drinking age here is 18, right? With my build I can pass as 18. Fake ID's aren't hard to come by." He murmured, grabbing the drink and chugging it. "Where in France, Things are a bit more lax…but they don't serve ice in anything! Seriously the beer here is warm!"

"That's what's bothering you?" Clint snarled. Kaine sighed and set the glass down.

"You really want this? Okay fine. No, that's not what's bothering me. What's bothering me is that we've had Captain Goddamn America locked in a cell for over 12-hours and the only thing we heard from our fearless leader is to sit tight. What's he talking to him about? Is he torturing him? Is he just interrogating him? We'd don't know shit!"

"Nick has a plan. Be happy you're apart of it."

"A plan huh?" Kaine muttered.

"Yeah. A plan." Clint reaffirmed. "You got a problem with that?"

Kaine gave the blond a scowl in response. "So many."

"I got time. List them." Clint growled.

"All the shit involving Parker's friends, using kids as weapons. That's the big one on my list. Next is the fact that we're on the fucking run because of the Liberator invasion. And don't try to defend him!"

"I wont." Clint snarled. "Nick fucked up. He let his guard down and we got kicked in the balls. I lost my family, Nick lost his job, and the country was left in shambles. But we're still here. My son is still alive and that means I'm going to do whatever it takes to get the job done."

"And what job is that?" Kaine hissed.

"Making the world a better place." Clint leaned back in his chair and sighed. "Dragging your 'brother's' friends into SHIELD was Fury's best way to ensure they didn't get arrested for illegal genetic mutations."

"Thompson and Franklin aren't genetic mutations. They didn't even want what they've g—"

"Flash Thompson is bonded to a symbiote that Richard Parker and Edward Brock Senior created. Parker gave him that suit to let him walk again. And Mattie Franklin participated a magic ceremony to get the powers she had. Any way you cut it, SHIELD would break down their doors and lock them up if it wasn't for Nick saving them."

"And now they're his soldiers."

"No. Now Nick has a bunch of wanna-be-hero teenagers with a moral compass to keep him from going Doc. Doom on the world. He's got a soft spot for morally righteous kids."

"Is that why he cloned Peter? Is that why he made me?" Kaine asked, trying to keep his stingers inside his wrists. Clint nodded his head.

"He was afraid the kid would snap. So he made a contingency. And look how that worked out. Now he's got two super-teens with a moral compass, one of which keeps whacking Nick in the face with it."

Kaine stared at the blonde-haired archer for a moment. Then he spoke. "You realize that my morality is pretty screwed up right? Parker doesn't kill people. Not unless he's pushed over the edge to do it. Even then it makes his stomach churn."

"You're not gonna call him a pussy for that?" Clint asked.

"He fought me to a standstill. If I called him a pussy what does that make me? And my moral compass is 'old enough to fuck, old enough to kill'. How am I Mr. Morality?"

"We'll you got more morality than Chang."

"Is that hard?"

"Not really." Clint muttered.

* * *

 **Secret Avenger's Base**

Nick Fury sat across from an unconscious Steve Rogers who remained strapped to a metal gurney that faced the former director of SHIELD. The man was currently occupying himself by recalibrating the bionic arm that had replaced his severed right arm several months ago.

The soldering iron sparked as it made contact with the man's wrist-circuits, making his skins twitch in response. Nick cringed as he felt the synthetic skin over the metal appendages shift like latex.

"H-how's…the arm…?" a groggy voice muttered. Nick glanced up at the dazed hero and sighed, setting down his tools.

"It's a pain in the ass." Nick said. He closed his wrist and walked towards his prisoner. "How you feeling?"

"You electrocuted me, you bastard."

"You shouldn't talk to your superior officer like that."

"You're not my superior, Fury."

"Maybe I should be. 'Cause if I was, you'd be back in New York lounging in Stark's mansion instead of locked up here in an underground bunker being interrogated by me."

"And the Red Skull would still be loose."

"He'd be loose either way. But you going AWOL helps catch him how exactly?"

"I know how he thinks Nick!"

"And why not share that with the rest of us? Y'know, you used to talk to me about trust." Fury pulled up a chair and sat down in front of the bound hero, flexing his mechanical fingers. "You said without trust we're not an army, just a bunch of guys shooting guns."

Cap remained silent before sighing. "It's the Red Skull Nick. He's taken on armies…just like I have…and he's walked through them like he's the fucking Angel of Death."

"Ever get around to readin' that book I bought you last Christmas? The Book Thief?"

"No. I was busy."

"Well Death is actually a character in that book. And he doesn't like his job."

"What does this have to do with the Skull?"

Fury sighed, rubbing the back of his head. "The Red Skull isn't the Angel of Death. He's a man. A sick, twisted, monster of a man. But he's a man. Flesh and blood like you and me. He's not a god. He's a man. He bleeds. Which means we can kill him."

"There is no 'we' Nick." Cap said. "This is between him and me. I let the Skull live once because I wasn't good enough."

"You killed him Steve. You pal Bucky and Dugan both saw it. This Red Skull isn't him. He's a clone."

"I know."

"What?" Fury asked.

"That's all I needed to know." Cap glared at the former head of SHIELD. "I heard all of this from Bucky. I just needed to know if you had this info. I'm guessing you knew before you thawed me out of the ice. You'd been aware that the Skull was still active ever since you became head of SHIELD."

"Yeah."

"You talk to me about trust when you keep this from me? What right did you have?!"

"I had every right!" Fury screamed. "We dragged you're frozen ass out of the sea and brought you back to life! You were barely getting acclimated to the now Steve! Did you really want me to just throw the biggest curve ball in the history of the world and tell you 'Hey Cap, war's over and you get a second chance at life, but no worries your worst enemy is still alive and kicking'. You were god's saving grace in getting the Avengers started!"

"You kept this from me!"

"Because I was afraid of something like this! I was afraid you'd act like an idiot and recklessly charge headfirst into a situation you didn't understand! What have you done in the past 24-hours to disprove me? Huh?! Nothing!"

Cap glared at Fury, but the man showed no fear. "I trusted you Nick."

"I'm sorry it turned out this way Cap, I really am. I admired you. Hell, when I was a grunt I idolized you. But you're a loose cannon right now."

"I know Red Skull better than anyone. You'll need me to—"

"To what?! Let me recap the last 24-hours for you. You fought the Red Skull and got your ass kicked. Then you blew up your Avenger's Quinn-jet before whisking off to Paris to buddy up with Wilson, and then you teamed up with the freakin' Winter Soldier to try and track the Skull down!"

"Bucky is my frien—"

Fury's hand smashed the back of the chair, sending the metal flying. "I DON'T GIVE A DAMN WHAT HE IS TO YOU! That bastard was a Hydra agent for decades! He almost killed Nat! He nearly killed me! He worked for the same bastards that killed my godchild and took away Clint's family!"

Steve lowered his gaze. "Nick…the Skull is—"

"NO!" Fury roared. "Enough about the Skull! You put us in an outrageously compromised position! The world is changing Cap! And you don't even know it! Flumm's in charge of SHIELD and has a hard-on for killing off super-human that don't do as they're told! That's you and the Avengers!"

Fury pulled out a metal ball and dropped it on the ground, allowing it to project dozens of images of various super-humans. "These events all happened within the past month! This is what we brought the Ultimates together for! But now Flumm is running things!"

Cap's eyes widened as he saw dozens of videos, mostly from blurry phone cameras, but he saw things that humans couldn't do. "How many…?"

"Over a dozen reports just in the US alone. Kentucky has a guy who can emit sound, Salem, Oregon has a whole team of super-heroes, and that's just the tip of the iceberg."

"What do you mean?" Cap asked. His face took on a look of rage as he realized what Nick was saying. "What haven't you told me Nick?"

Fury sighed, sitting don on the ground. "We've been monitoring super-human activities since the early 2000's. Until 2010 when Magneto first attacked, most of those issues had been contained to small mutant problems, or a random super-soldier program going haywire. But now…ever since the Chitauri invasion, meta-human and extra terrestrial activity on Earth has quadrupled."

"What?!"

"Things are crazy Steve…so many crazy things…Carol got abducted by aliens you know. Her and her boyfriend, bright scientist by the name of Philip Lawson, got kidnapped, went missing for a month then out of the blue she's wandering around butt-naked in New Mexico with no memory of the last few weeks and Lawson is nowhere to be found. Then she gets powered up and we need to keep her locked in the vault until you sprung her for the Liberator invasion."

"She was gone for a month? She never…I didn't know." Steve whispered.

"She doesn't like pity. Not many of us do." Nick sighed. "The Red Skull…as awful as he is…he might not be the biggest threat."

"What?" Cap muttered, sheer rage growing in his eyes.

"Don't get your panties in a bunch…" Nick muttered sitting down on the ground. Images began to project themselves from the sphere again. "We have new extraterrestrials taking an interest in Earth. Extra-dimensional beings poking their noses into our plane of reality. Like the Asgardians…they exist on a different plane of reality. Whatever they did to get here during the Liberator Invasion…it was like ringing a bell. And every other thing out there heard it."

"Heard what?"

Nick sighed again. "The world we live in now…it's fuckin' ridiculous. The amount of things that happen is just…just unbelievable. Things out of science fiction are becoming reality."

"Nick, what else out there is coming?" Steve demanded.

"The easier question to ask is what isn't coming. The Asgardians…they sent a message. Earth is ready. Our little blue planet is ready for war. A higher form of war." Fury ran his hand over his patched eye. "Even that damned gem…" he whispered. "I'll handle the Red Skull Cap."

"You can't 'handle' him Fury!" Cap shouted. "He'll kill everyone of you!"

"No he won't." Fury said. The doors to the cell opened and Fury stepped through them.

"You're killing them Nick!" Steve screamed. "Every one of them! You're signing their death sentence!" Fury turned his head to glance at his one-time friend before hitting the door controls. "You're going to get them all killed! CLINT! NAT! ALL OF THEM! FUUURRYY!"

* * *

 **Triskelion, Maximum Security Prison aka The Vault. **

A full troop of armored SHIELD soldiers led Gregory Stark down the halls of the Vault. The man in white paid little attention to the dozens of super-powered convicts that glared at him from behind their force field secured prisons.

"How many prisoners are being held here currently?" Stark asked.

A guard was quick to answer. "The Vault currently houses about 121 super-powered prisoners. 78 of them are mutants."

"And the others?"

"A mix. Some got powers from experiments, others sound like the crap out of comics. Stuff like aliens or magic rocks."

"Really?" Stark muttered. "Get me a complete list on the ones with these 'ridiculous' stories. I want their entire history, personal and medical by tomorrow morning a 6 am sharp. Now, show me to Mr. Baldwin."

"Right this way Mr. Stark." A young Asian woman said as she stepped around the corner. "I'll take you the rest of the way."

"Ms. Coy Mahn I presume? Or do you prefers your codename, Karma?"

"Either is fine with me Mr-I'm sorry Dr. Stark." She corrected in mid-sentence.

Gregory smirked before nodding for the woman to lead him. He turned to the squad of soldiers before leaving. "Captain, I believe you and your men can find your way out."

Karma led Gregory around the corner and towards a more heavily fortified part of the prison. Dozens of automated turrets lined the walls, each one aimed at the cells opposite of them.

"So these are the 'problem' children." Gregory stated, observing the people behind the heavily fortified cells. "How many candidates do we have for the Thunderbolts' program?"

"Selected from our 'problem' children? Two. Robert Baldwin and Melissa Gold." Karma answered.

"Only two? What about this one?" Stark asked, pointing to a particular cell number.

"He's not exactly a…problem child. Harry Osborn is more of a victim of circumstances. And his mental condition is a lot like his father's."

"Constantly in flux? I was under the impression that his mental instabilities had been corrected by the inhibitor collar."

"It's restored some semblance of his sanity but…I've been treating him and his father telepathically, and he's still unstable. His father more so. He's sociopathic. And he's been repressing all those urges until he took OZ. Now he's got a whole new lease on life."

"And his son is worse?" Stark asked, scrolling through the tablet he carried. "Or better?"

"He's better, with the collar on. But we've conducted stress tests on his condition and he constantly slips into a massive rage. It's almost hulk-level damage."

"We'll we might need a hulk on this team." Gregory muttered. "But can you calm him?"

"Telepathically? I can." Karma pulled up an image of the boy in question. Harry Osborn sat in the corner of his cell and glared up at the camera. "But not easily." She replied.

"You worked your powers on Baldwin. And from what I've gathered from his psyche profile, he was worse than Osborn."

"I…I didn't use my powers on him." Karma stated reluctantly.

"Excuse me?" Stark asked.

Karma ran her hand through her hair, sighing. "Baldwin is immune to psychics. We're not sure why. Could be a side-affect of his powers but either way he's immune to telepathic coercion. I had to reach him the old fashion way. Talking and therapy."

"So he's stable? His whole condition has been faked. And Flumm doesn't know?"

"It's not like he actually cared." Karma snapped back. "As long as Baldwin is willing to cooperate, that's all Flumm wants. He get's his weapon, and I help fix a broken man."

"I see." Stark replied. "I want Baldwin, Osborn, and Gold on this team. Flumm can pick his choices later. Until then, keep me up to date on Baldwin's condition."

"You and Director Flumm?" she muttered.

To her surprise Stark smirked. "No. I think this can be our little secret."

* * *

 **AIM Headquarters**

The Red Skull watched as dozens of yellow-clad scientists rushed around the lab like madmen. The source of this commotion was the glowing red ball of energy floating in the middle of the room, barely contained by a multitude of metal arms projecting a bubble like force field around the source of power.

"So the dimensional rift was more powerful than you thought, eh, Superia?" The Red Skull chuckled as the hologram of the Supreme-Leader of AIM scowled at the events happening in front of her.

"True. The rift is far more unstable than we predicted. Siphoning off the power for the cube has sped up its decay significantly. But it shouldn't be anything to detrimental. The Cosmic Cube will be functional, and we can remake this world."

"Remake it?" Skull muttered.

"Indeed." Superia smirked. "With it we can do in one day what many foolish men tried to do in years."

"And what would that be?" Skull asked, but he knew the answer. And it churned his stomach.

Superia broke out in laughter, a massive grin spread over her face. "World Peace."

 **BZZZAAPP!**

Arcs of red lightning burst from the shielded ball of energy, sending bolts of red lightning all over the lab. One bolt shot through the image of Superia, and the Skull barely had time to leap out of the way of a second bolt. But the scientists behind him were nowhere near safe.

The crimson bolts tore through their bodies, vaporizing the yellow clad men in a flurry of red sparks. What was left of their bodies crumpled to the floor like a pile of charcoal.

Superia quickly took control of the situation, leaving nothing to chance. "Contain the energy! Power up the dynamos! Siphon off as much as you can!"

"Ma'am!" A scientist screamed, typing furiously into his terminal. "The dimension is collapsing! The force field wasn't designed to handle this type of feedback!"

"Then boost its power!" she screamed.

"We are!" Another scientists screamed. "We've pooled all the dynamo's power! We still can't contain it!"

"Then transfer all the power into the Cube! We can contain if it's not fluctuating!"

"Ma'am there's no way to safely stab—"

 **BANG!**

A quick bullet to the skull silenced the whining scientist. The Red Skull held his gun up near his head and glared at the terrified AIM agents surrounding him. "Obey your Kommandant." He snarled.

The workers scrambled to get back to their work, typing in hundreds of commands while doing their best to stabilize the increasingly dangerous energy breaking through the force field.

The skull walked past the dozens of scientists and saw several men trying to plug a massive cable into the base of the force field. A blast of lightning ripped through the field, slamming into a agent of AIM, tearing him apart in a shower blood and sparks.

The scientists screamed in fear, dropping the cable and sprinting away from the source of destruction.

"Cowards!" Superia screamed before a bolt of lightning tore through her hologram, disrupting it entirely.

"Gott verdamnt…" Skull hissed leaping towards the cable. A flash of red light zipped past his side, vaporizing part of his trench coat and taking a chunk of flesh with it. "GAAH!" he screamed.

"Align the Adamantium panels!" An AIM agent screamed. "We have one chance! What's the status of the siphoning cable?!"

"Gruh…" Skull grunted, gripping his charred side. In hi right hand he held the heavy pipe-like cable and he hefted it under his arm. "This better be worth it…" he sneered, slamming the cable into the base of the machine.

Instantly a plume of red energy erupted from the force field, blasting debris into the air. Some skewered the scientists while the Red Skull reacted with enough speed to take cover, shielding himself from the molten daggers that sliced through the yellow-suited grunts of AIM.

The energy tried to escape from the field like a flood of fire before stopping just short of where the Skull lay. Schmidt grinned. The energy was jerked back as if it was being pulled by a force stronger than it.

"Lock the energy down you ungeschikt schweine!" Skull roared. One of the remaining scientist apparently feared the Skull more than the energy as he leapt towards the control panel and slammed his hand over the console.

The mechanical arms inside the force field whirred to life, raising six flat Adamantium slabs around the energy. The metal pushed against the crimson energy, smothering it between the six sides of the plates. Red Skull watched as the indestructible metal was super-heated by the raw energy of the pocket dimension. But the plates held.

Behind the lead scientists, a static image of Superia emerged in the air "ZZZSSTT-! Whaef-! Happ-un!"

"Someone clear up that nonsense!" The scientist barked. One of the techs scrambled to adhere to that request while the Skull simply rose from the ground and limped towards the now finished cube.

The metal casing glowed an intense red, making it look like a massive ruby. The cube floated in the air for a moment before falling to the ground with a noticeable clang.

"The energy reading is stable. It's above what we expected…the collapse must've gave it an extra boost of power!"

"So it's a success then?" Superia asked. "Is the cube contained?!" she screamed in excitement.

"We'll need to run some tests on—Skull what are you doing?!" the lead scientist screamed as he saw the injured Nazi limp towards the cube.

The Skull stared at the burning metal object and bent down, picking it up. Despite its appearance, the cube didn't burn him. The metal felt cool.

"Skull! Put it down!" the scientists screamed. Some rushed towards the deranged man as he gazed intently at the cube.

"What was that…?" Skull muttered, eyes never leaving the glowing box.

"Skull, please…lower the cube…we need to exam—"

Skull raised his finger, silencing the scientist who now looked extremely scared. Several of the surviving security staffed gripped their weapons as they saw the mutilated Nazi stare at the cube.

"What are you…I don't understand…" Skull whispered.

Superia stepped forward, her hologram phasing through her men. She stopped beside the Red Skull and looked between him and the cube. "Skull, we need to run some tests on the cube. Lower it."

"Can't you hear it?" Skull asked her, turning to her with a dazed expression.

Superia gave him a shocked look. Never had the Supreme Leader of AIM seen the Skull so bewildered. The man was in utter shock as he turned back to the cube. "Hear what? Is it the cube? Is the cube talking to you?"

 **FWOOOOOSSSH!**

Before anyone could react, the cube exploded in a burst of red energy, all of which slammed into the Skull's face, pouring in through his eyes and mouth as he screamed in pain.

"GIIIIIAAAAAGH!" The Red Skull screamed, reeling back in pain whilst dropping the cube. The object clattered onto the floor as the Skull toppled over.

"Secure the cube!" Superia ordered. And get a med-team down here to check on the Skull. I want a full explanation on what the hell that was in an hour!"

* * *

 **Paris, France**

"You know we should be getting back to base now." Clint said as he glanced around the bar.

"Yeah, but I kinda don't want to." Kaine replied, taking another swig of beer. "Again, unless Fury tells us different our orders were to sit tight." He waved at the bartender with his empty glass. "And as a good soldier I'll follow those orders."

"Until you get bored or laid." Hawkeye hissed. Kaine glanced at an woman in a tight dress walking past their table.

"One or the other…" he trailed off.

"Y'know its these reasons everyone of the newbies thinks you're a misogynistic ass."

"Does it look like I care what a bunch of rookie heroes think about me? Hell, Komodo and Hardball are older than me and they still act worse than I do."

"Good point." Clint grumbled.

"Stupid piece of junk!" the bartender screamed. Clint and Kaine glanced at the man to see him swearing in French at the massive flat screen that now displayed nothing but static. The two men glanced around the room to see the lights flicker and the other TV's beginning to cut out.

"What's going on?" Kaine asked.

Clint got up from his seat and looked over the room before the lights stabilized and the TVs returned to normal. "Ben." Clint grumbled.

"Yeah?" Kaine replied.

"Get that drink to go. We may have a problem."

* * *

 **Secret Avenger's Base**

Captain America glanced at his restraints and flexed his wrist. The bonds around his hands tightened, causing him to cringe. Cap's attention was soon stolen by the opening of the prison doors.

The Black Widow strode into the room with a frown on her face. "You're really going to try and break the restraints with brute force? You're smarter than this."

Steve said nothing and just glared at his former teammate and lover. Widow sighed and slowly walked towards the trapped soldier. She pulled up one of the two remaining chairs in the room and positioned it in front of Cap before taking a seat. "So I'm getting the silent treatment now. That's real mature."

"Did you know?" Steve asked.

Natasha ran a hand through her hair and sighed, looking her significant other in the eyes. "No. I didn't know that the Red Skull had survived. Nick found out only after he became director of SHIELD. He never informed anyone else except Clint. Not even the president. Hell, not even me."

Steve let out an almost relieved sigh before asking his next question. "How'd he find out?"

"That's something you'll need to ask him about. He's been tight-lipped about everything up until now. And he's still got secrets."

"Is keeping secrets really the only thing he's good at?"

Natasha gave Steve and annoyed look. "You know that's not true."

"It's hard to know what is anymore."

Nat laughed. "Jeez…always so dramatic. Listen, just settle down. Help us fight the Skull. Prove that Fury doesn't need to baby you about this shit and pull your act together."

"Nat…I c—"

Widow cut him off before he could finish. "I swear if you mention the Red Skull one more goddamn time I will shoot you in the balls."

Steve looked down and sighed. He opened his mouth to speak when the lights cut out. "Nat?"

"What th-?!"

* * *

Monica Chang opened fire on the stationary target, unloading a full clip of ammunition into the paper target. She sighed as she heard the gun click empty and dropped the spent clip from her weapon. A full magazine found its way into the gun before she opened fire again.

War Machine watched from the other side of the range and looked over his suit as his suit repaired itself with its nanites. "Was she always this wound up?" he asked.

Fury walked up from behind the metal clad man and watched as his ex tore through another paper target. Monica loaded another clip and fired her gun, tearing the rest of the target apart.

"She do this often?" War machine asked. Fury gave no response a she watched the woman set up another target.

Monica could feel the stares of the two me behind her but she ignored it. She ignored everything as she saw her target stop at the end of the shooting range. She cocked her gun, taking aim before pulling the trigger. To her, the sound of gun shots and the feel of the weapon firing was cathartic. She didn't care if that meant she was psychotic, at this point she considered it a compliment. The sound of the hammer hitting the firing pin made the woman smirk.

The appear target was once again shredded by the precision shots from the former soldier. War Machine turned to Fury who didn't bother looking back.

"Seriously do you people ever talk?" Rhodey walked away from the divorced couple, heading towards a more private area of the base. "Can't believe I agreed to sign up with these people." Rhodes muttered. He'd mainly joined with the team to keep an eye on Fury, to keep Tony informed. It definitely beat working for the Government when he had a nagging suspicion that with SHIELD now under the control of Marvin Flumm, he be doing even more work for a system he wasn't sure he could trust.

"Now I'm starting to feel like Kaine does. Bored out of my mind." As much as Rhodey found him annoying, the kid was right, most of the time it was dead boring around their base. Most of the time Fury sent them on small time assignments to disrupt arms dealings or small-time terrorists. But now things were heating up without explanation. "We don't even know where the Red Skull is." He muttered.

his anger was cut short when the lights suddenly cut out. "What the-?!" His suit's optics immediately swapped to night vision. "Fury, it Rhodes, what the Hell just happened? Fury? Is anyone on comms?!"

* * *

"Nick what's going on?" Monica asked, shining a flashlight around the room. Nick pulled out his sidearm and moved towards the room's door.

"Don't know. Power just went dead and the back up system didn't cut on. That means it's something bad."

* * *

"Nat? Natasha!" Steve shouted.

"I'm fine, Steve." Widow replied. She heard an audible sigh of relief and smiled. It was always sweet of Steve to worry.

"What happened?" he asked.

"I don't know." Natasha pulled out a flashlight and shined it around the room. "My first guess is the power cut out. But back ups didn't kick in."

"Sabotage? Or an attack?"

Widow heard the creaking of metal before the roof was torn from above them, flooding the room with light. Widow was partially blinded by the sudden appearance of the sun, but drew her pistol out of instinct. Before she could react, the weapon was pulled from her grip.

Steve felt the metal around his wrist snap, releasing him from his prison. He landed feet first and squinted up at the slowly descending figure. Shards of metal hovered around him like a million daggers poised to strike.

The man wore a red and back armored costume with a flowing black cape with red lining. The man's face was completely obscured by a red and black helmet that shielded his face. The metal around the front slid back to reveal an older man with white hair and a smirk.

Erik Langsherr smirked. "Hello Captain."

Captain America growled as he saw the mutant terrorist. "Magneto!"

* * *

 **AIM Headquarters**

"GUAAAHHH!" The Red Skull screamed, launching himself up in bed. He looked around him to see he was in the personal quarters AIM had provided for him. He was panting now, his breath ragged for the first time in years. He had seen it again. He'd felt it all over. It was like a title wave crashing down on him, crushing him, killing him. Making him feel more alive than ever before.

The mutilated Nazi crawled out of his bed and quickly dressed himself. The Skull prepared to open his doors but hesitated.

Outside the room stood two AIM agents in full combat gear, each equipped with heavy assault rifles. "Why are we guarding this freak?"

"Shut up."

"I'm serious. This guy is a fucking nut case. I know people call us mad scientists and terrorists but at least we're not Nazis."

"Dude, you seriously need to shut up."

"Why?"

"I'd rather leave this post alive instead of in a body bag. Or several."

"Is this guy that deranged?"

"He ran some of the worst death camps during Nazi Germany. He makes Joseph Mengele look like the pope."

"The Angel of Death?"

"Skull claims to be his teacher. I heard him bragging about it when we we're on the Baxter Building job. He recommended we torture any of the BB students we saw instead of just shooting them."

"Fuck."

"Yeah. So stop bitching about the assignment and keep your thoughts to yourself. Otherwise we're both dead men walk—URK!"

The guard turned his head to see his partner's head being twisted 360 degrees around, snapping his neck like a twig. The body dropped at the feet of the Red Skull who now locked eyes with the shocked guard.

"He was right. My student was the Angel of Death. Do you know what that makes me?" the soldier quickly aimed his weapon but was caught off guard when the Skull lunged forward, pushing the weapon to the side and blocking the weapon's trigger. The terrified agent looked at the Skull in absolute terror. "Give up? I'm the God of Death!"

* * *

 **Paris, France**

The roar of motorcycles flooded the street as Hawkeye and Scarlet Spider raced back to their base.

"Why the freak out?" Ben asked, pulling his bike up alongside his teammates.

"All electronics started to glitch up. Call me paranoid but I think I know who's in the area."

"Mind sharing that theory with me?" Kaine asked.

"Magneto." Barton growled.

"Magneto? Magneto?!"

Hawkeye nodded his head and pushed his bike faster. Scarlet Spider imitated the archer to keep pace with him. "You're sure? Because we've got a lot of guys who use metal! Oh god! What about Rhodes?!"

"Just drive! We'll get a game plan in motion when we get there!"

"But why here?! Why now?!"

Hawkeye mulled this over. The younger agent raised a good question. Why would Magneto be here? What could he gain from it?

"Clint?!" Ben shouted, jerking the archer's attention back to reality. Hawkeye looked up to see smoke billowing out of crater just off the road.

"Shit! He hit the base already!"

 **VROOOOMMM!**

Ben's motorcycle zipped past Hawkeye's and sped up the side of the rode, climbing a hill that would overlook the crater.

* * *

"GRAAHH!" War Machine roared as he was flung aside again by the Master of Magnetism. The metal soldier hit the wall hard, nearly shattering it under the impact. "F-Fuck…!" before he could retaliate, Magneto hurled him aside yet again.

"You really are a fool." Magneto muttered. "You're tying to take on the Master of Magnetism in a metal suit."

"My pal Tony did pretty well last time…" Rhdoey grumbled. He quickly fired off a volley of repulsor blasts that Magneto blocked with his personal force field.

"I guess he failed to mention when I drove that shrapnel in his heart closer."

"Bastard!" Rhodey roared.

"Magneto!" Steve shouted, drawing the mutant's attention. "What are you doing here?! What do you want?!"

"I simply repaying a very old debt, Captain."

Widow glared up at the man, feeling naked without her sidearm. "And what debt is that?" she growled.

"One you wouldn't understand assassin." Magneto remarked. He turned his gaze back to the Captain before continuing. "Captain Rogers, if you're ready we should really be leaving. You're friends only have so long before they have to le—"

 **VROOOMM!**

A black motorcycle sailed through the air, smashing into Magneto's force field like it had hit a brick wall. "Was that meant for me?" Magneto chuckled.

"No!" the mutant looked up in shock as a black and red-clad figure plummeted from the sky. "This is!"

Scarlet Spider slammed Magneto with both stingers, driving the bony blade deep into Magneto's shoulder. "GRAAH!"

"Not so tough when you got no metal, is it?!" Kaine screamed. Magneto harden the metal mesh around his hand and cracked the teen across the jaw. "OOF!"

"Get off of me!" Magneto roared. His helmet sealed up before he delivered a vicious head-butt to Kaine's nose, breaking it.

"FagK!" Kaine screamed, reeling back. Magneto took the chance to elbow the teen in the gut before hurling a volley of metal daggers at him. Scarlet Spider felt his spider-sense fire and he leapt to the side. Letting the metal shards land harmlessly behind him.

"Why is Magneto here?!" Kaine hissed through the pain of his broken nose.

"He's here for Cap!" War machine shouted. The armored clad hero's wrist cannons opened up to reveal three barrels glowing with green repulsor energy. "Eat this!"

 **BABABABAAAMM!**

A barrage of green lasers slammed into Magneto's force field, pushing the mutant to a knee a s he braced himself. Magneto focused his powers around War machine armor, willing the metal to tear itself apart, but nothing happened. Magneto knew this feeling from his previous bout with Iron Man (see X-Men Chapter 19).

"You like that magnetic shielding you bastard?!" Rhodey barked. Magneto cringed as War machine increased the amount of energy behind his attacks, keeping the mutant terrorist pinned.

"You forget…" Magneto snarled. He focused his powers on the floor beneath War Machine's feet. "There's metal all around us."

Kaine saw the attack right before it happened. ""Rhodes look out!"

A flurry of metal cables and coils tore through the ground, wrapping around War Machine's neck like a horde of snakes. "GAK!" the cables tightened around the armored hero's neck crushing the metal around his neck.

Cap had seen enough. Without warning he grabbed a plate of broken metal and dashed forward, hurling the makeshift weapon at Magneto's head. The plat of metal bounced off his force field but drew his attention.

Widow gave him no time to react as she leapt at him. A powerful kick to the head staggered him. Magneto scanned Widow but found no trace of metal on her, she had even disposed of her utility belt to give her and edge.

Magneto quickly raised a wall of metal to separate himself from the red-haired assailant. Widow leapt over the wall, but immediately regretted the action as the floor below her had shifted from flat metal to twisted spikes.

Kaine tackled her in mid-air, firing off a web-line to pull them to safety. Cap ignored the floor trap by vaulting over the wall, delivering a brutal stomp kick to Magneto's skull. Again the helmet took the brunt of the attack but the blow still stunned him. Cap pushed his advantage and tackled Magneto to the ground.

His attempted punch was halted by a metal cable wrapping around his wrist, locking his arm in place. Magneto bucked his hips, forcing the soldier up before a metal plat slammed him in the chest, sending him hurtling across the room.

"Magneto!" a new voice screamed. Magneto turned his head to see Nick Fury and Monica Chang storming into what remained of the room carrying two rather large guns. Magneto aimed his powers at the weapon but grimaced as he realized they weren't metallic.

"Eat this!" Fury roared, opening fire with a salvo of superheated plasma. Magneto raised a wall of metal to shield himself, but it quickly melted under the assault of Chang and Fury's weapons. Magneto muttered under his breath. "I may actually may need your assistance."

 **BANG!**

Fury's gun was shot out of his hands. The wanted spy spun around to see a sniper perched on the roof of the bunker. The Winter Soldier loaded another round and fired. Chang leapt to the side before popping off a round of plasma.

Bucky dodged the attack and started to blind fire with his side arm. Cap looked up to see his childhood friend firing down on Fury's team. "Bucky!" he shouted.

"Steve get to Magneto! He'll get you out of there!"

"What?!" Cap screamed.

Bucky continued to rain down bullets into the room, forcing Widow and Kaine to take cover behind War machine who was struggling to tear through the steel cables coiled around his suit.

"That's right…" Bucky muttered, again firing another round at the hiding heroes. "Keep your heads low and let us do our jobs…" Bucky took aim at Chang's hand as her attention was stolen by an attacking Magneto, but the sound of an engine caught his ears.

 **VRRROOOOM!**

Bucky whirled around to see Hawkeye driving his bike straight towards the former assassin. Bucky fired his rifle at the archer but the man leapt from his bike, hitting the dirt hard and rolling to a knee where he fired an arrow from his crossbow-gun.

The bolt struck the bike right as it skidded towards the Winter Soldier. The vehicle exploded in a shower of fire and metal. Hawkeye raised his weapon and locked his eyes on the flames, waiting for any sign of the Winter Soldier.

Hawkeye reeled back right as a massive red-winged figure burst through the flames carrying Bucky. Falcon slammed into Clint like a line-backer, sending the Avenger stumbling back. "You brought Magneto here?!" Hawkeye roared, firing off a flurry of bullets.

Flacon dropped Bucky and raised his wings in defense, shielding him from the bullets.

* * *

 **AIM Headquarters**

Another body hit the floor dead as a brick as the Red Skull walked through the decimated lab room. Around him lay the bodies of various soldiers and scientists.

But even his own work paled in comparison to the prize that floated in front of him. The Cosmic Cube was suspended in a domed energy field in the center of the room. The Skull slowly approached his prize, placing his hand on the field. As if sensing his presence, the cube slammed into the field where his hand was and slowly but surely sank through it.

The Skull held the crimson cube in his hand and he felt it. The power. "You spoke to me…" he whispered. "Do it again…please!" Red Skull begged. The cube began to pulsate with red light, filling the Skull's mind with its thoughts.

"SKULL!" the Red Skull turned to see a full platoon of heavily armed AIM troopers led by the holographic image of Superia. "What the Hell are you doing?!"

"Taking what is mine."

"What are you babbling about?!" Superia hissed. The soldiers around her cocked their weapons, keeping them trained on the Skull. "Put the cube down."

"I think not…" The Skull turned his gaze back to cube and smirked. Red energy seeped from the cube and into his eyes. "You need more power…take me to it…take me to its source!"

Superia growled. "You will follow my orders!"

"No." The Skull raised the cube at the group and smirked. "But I think that you'll follow mine." The cube glowed even brighter and Red Skull spoke. "Eat yourselves."

* * *

 **Paris, France**

Bullets rained from the sky while Hawkeye leapt behind a rock formation. The bullets pelted the boulders, tearing them apart. Hawkeye glanced above him to see Falcon raining shrapnel down upon him. Hawkeye loaded an arrow into his pistol before taking aim.

Hawkeye fired off a volley of bullets that falcon narrowly dodged. "Keep moving bird-man." Hawkeye muttered. One of his pistols continued to fire while the second, loaded with an arrow, took aim. Falcon soared through the arrow while Hawkeye traced his flight path. "Sorry Sammy, but it's time to clip your wings."

Hawkeye saw his chance and fired his arrow, watching as it soared through the air, striking Sam's shoulder. "AAH!" he screamed. The arrow released a burst of electricity that knocked him out of the sky.

Falcon tumbled through the opening in the bunker, crashing into the ground. Steve saw his fallen friend and rushed to his aide. "Sam!"

Winter Soldier saw the downed man and cursed under his breath. The former assassin leapt from the cliff-side and into the bunker. "Magneto! Get Cap!"

"Do not presume to give me orders." Magneto muttered, but none-the-less acquiesced to the man's order. Magneto tore the metal off the floor and used it to surround Cap.

"Damn you Magneto!" Steve screamed, punching the metal so hard that he dented it. "Bucky! If you can hear me, get Sam and get out of here!"

"What do you think I'm doin—UGH!" the man shouted as a boot collided with his jaw. Bucky snarled up at Scarlet Spider as the teen lunged at him with his stingers. Bucky grabbed the teen's organic blades and flipped him over, but the agile fighter landed on his feet just in time to duck under a kick.

Kaine tackled the soldier to the ground, entering into a fierce grappling match while Fury watched from the sideline. "This is getting out of hand." He grumbled.

Chang turned to see the injured Falcon coming to and a wicked idea formed in her head. "I've got this."

Fury barely heard her as he turned his attention to Magneto. War Machine was blasting him with his repulsors, but the energy wasn't reaching the mutant through his force field. Fury fished out a small metal sphere from his pocket and allowed it to open, shining a bright red light in his face. "Game changer time."

Magneto willed the floor beneath War Machine and Widow to bend and twist around them, encircling them in a twisted cocoon of steel. "This would be so much easier if I could just kill you." He muttered.

"Not this time magnet-man!" Fury shouted. The former head of SHIELD was charging at Magneto like an enraged bull. Magneto smirked and lifted a volley of jagged metal fragments into the air. Before he could fire them, the red light in Fury's hand burned brighter.

The shards dissolved into metal dust, leaving Magneto bewildered. "What on Earth?" A solid punch to the jaw jarred him back to reality. Fury pushed his advantage, kicking the man in the gut before following up with a fierce elbow to the spine. "GAH!" Erik screamed.

Magneto reached out with his powers but couldn't feel the metal around him. He gazed down at his hand to see it was covered in a red light he looked up to see Fury standing above him, a crimson gem in his right hand. "Didn't know this little rock could nullify a mutant as strong as you. But I'm glad I got to try it out."

The metal wall around Steve collapsed as Magneto's powers were stripped. "Bucky?!"

"Shit!" The Winter Soldier hissed as he saw Magneto on the receiving end of Fury's beat down. "Cap, it's a long story but Magneto owes us! We need him if we're going after the Red Skull!"

Cap looked between his friend and the mutant terrorist. "Dammit! Get Sam! I'll handle Fury!" Cap made a beeline for Fury, running at his top speed. Fury had not time to react and was tackled to the ground.

"Cap!" Fury shouted before a fist to the jaw silenced him, knocking the red gem from his hands. The red aura around Magneto vanished, allowing the mutant to seize control of his powers.

"Damn you for making me do this Fury!" Cap shouted slamming his fist into the man's jaw, admittedly holding back from breaking the man's jaw.

"Hey!" Chang shouted.

Cap ignored her, blocking an elbow from Fury before punching him again.

"Hay Captain Dumb-ass!" Cap finally spared a glance at Chang, only for his eyes to widen in shock. Bucky was standing in front of her, gun raised at her head while Chang held a bleeding Sam by the throat, a gun pressed to his temple.

"Don't you fucking da-!"

"Shut it!" Chang barked. "Drop Fury, and back away, or the sidekick gets a bullet in his bird brain."

Sam snarled at her. "F-Fuck you bitch!" Chang tightened her grip on the man's throat, keeping him in a chokehold, eye constantly darting between cap and Bucky.

"I've got a shot." Bucky replied.

"Easy Bucky." Steve said, slowly separating from Fury who crawled to his feet, eyeing the red gem lying on the floor. The color had dulled considerably, losing its crimson glow.

"Chang!" Widow barked grabbing a shard of metal off the ground. "Let him go!"

"Jesus Christ you've got a week stomach." She muttered. "Wilson just as responsible for this mess as Cap is. I thought you were used to hostage situations."

"We don't do this!" Kaine barked. Keeping his wrist ready to spray Bucky with webbing at a moment's notice. "Drop the gun. You too Chang."

Monica glared at the two. Turning to Fury she spoke. "Where'd you find these pussies? This is how we do the job! By any means necessary!"

Magneto slowly rose from the ground, wiping the blood off his split lip. He turned his head slightly to see War Machine aiming his turret at him. "Don't. Move."

"Cap, I'm telling you, I've got a shot." Bucky said.

"As much as I would love to see you do that," Kaine muttered, "make one more move and I'll clog your lungs with webbing."

"Try it, bug boy." Bucky replied.

"Spiders are Arachnids!"

Bucky's attention was stolen by a glowing red dot that centered on his heart. He glanced up at the former roof of the bunker to see Hawkeye aiming his pistols at him. "Kid's right. Spiders are Arachnids."

"Cap, stand down." Fury muttered. "And Monica, let Wilson go."

Monica snarled. "You really lost your balls didn't you? Wilson stays just like this, bleeding, until Cap here puts on a nice set of adamantium cuffs and plays dead."

Widow stepped between Chang and Cap, brandishing her makeshift knife. "Let Falcon go. Now."

"I can't believe you people!" Chang screamed.

 **FWAAABOOOMM!**

The entire bunker was enveloped in a crimson hue, blinding the entire group of super-humans. The red glow slowly dimmed, allowing the heroes to see the man in the midst of their fight, and their faces took on looks of horror.

Hawkeye immediately readjusted his aim to the newcomer. "Rhodes get a lock!"

"Done!" War Machine shouted as his armor readied all of its weapons.

Scarlet Spider looked at the man in horror, cringing at the raw flesh covering the man's skull. "Holy shit…that's the—"

"RED SKULL!" Cap screamed. Yohann Schmidt grinned as he saw his war-time adversary glaring daggers at him.

"Ah…Captain Rogers…how good to see you again. How's the ribs I broke?"

Cap snarled at the man. "Better than yours will be you piece of sh—"

"Now now, Captain." Skull smirked, raising the Cosmic Cube for all to see. The madman grinned as he witnessed the group's stunned faces. "I believe you were looking for this, yah?"

"How'd they finish it so fast?!" Fury barked.

"That's the thing about motivated geniuses, Fury. They always finish early." Red Skull snickered but stopped abruptly when the cube began to pulsate with a red light. The Nazi stared at the cube, almost entranced before speaking again. "It's here…isn't it?" he mumbled.

Before anyone could react, Cap dashed forward, grabbing a plate of metal and hurling it at his enemy. The Skull's reaction was just as fast ducking under the attack before holding out the cube, releasing a blast of crimson energy that barreled towards the Captain.

Steve ducked under the attack, watching as the beam melted through the bunker walls. Widow wasted no time in leaping forward, hurling her makeshift knife at the crazed Nazi. The Skull waved the cube through the air, dissolving the weapon before firing another blast of energy at the super-spy. Widow ducked under the blast while the remaining heroes scrambled into action.

War Machine, Hawkeye and Winter Soldier opened fire on the Skull, raining shrapnel down upon him. The Red Skull willed the cube into action, create a force field that stopped the bullets dead in their tracks.

Scarlet Spider lunged for Widows utility belt, grabbing belt before shouting for his teammate. "Red! Head's up!" He hurled the belt across the room. Widow caught the belt and quickly slipped it around her waist, grabbing her handgun and pulling it free of her holster.

War Machine fired his repulsors, watching as the green lasers smashed against the force field. Widow rounded the man and took aim with her weapon, leveling it at the back of the Skull's neck. She pulled the trigger and watched as her bullet vanished into the back of the man's neck.

But the Skull made no show of pain. He glanced back at Widow before holding up the cube. "I'm sorry, but I don't like you gift he muttered." The cube burned bright red. "You can have it back. You can have it all back."

The cube exploded as hundreds of bullets poured out of it like a machine gun. Widow braced herself for her death but was stunned when the bullets stopped in mid flight, suspended in the air as Magneto hovered over the redhead.

"Wha-?!"

"Don't be mistaken." Magneto muttered. "I only spare your life because I'm in a good mood. The man responsible for my father's death is before me. Barnes wasn't wrong. THIS WAS WORTH MY TIME!"

With a flick of his wrist, magneto sent the wave of bullets back at the Skull who simply waved the cube in front of him, turning the bullets into metal dust. "Nice try, mutant. But your kind is not fit to even stand in my presence."

"You've said that once before, when you gunned down an entire camp!" Magneto roared. The metal dust in the air whipped around the Skull crashing against the man's force field. The dust whipped past the ground, swaying through it until the ground collapsed beneath the Skull.

"GRAAHH!" The Red Skull screamed before the cube glowed bright again, allowing the man to float in the air. "How dare you!" The Skull hissed releasing a stream of crimson energy that barreled into Magneto, slamming him into a wall.

Captain America grabbed Scarlet Spider by the soldier. "Where's my shield?!"

"Wha-?"

"My shield! I know you guys have it! I need it!"

"I don't—Nick! Where's the shield?!"

Fury grabbed the reality gem off the ground and gripped it tight. "Lower levels! The weapons vault!"

"You heard the man!" Scarlet Spider snapped.

Hawkeye fired off a volley of bullets alongside Chang, only for the metal to rebound of the Skull's shield, sending both gunslingers leaping for cover. "Ben go get the shield!" Hawkeye snapped.

"What? Why me?!"

"Because your fast and I said so! Now go get the fucking shield!"

Scarlet Spider sighed. "Fine." He said leaping past the gunfight and sprinting into the remains of the base.

"Well Cap, you get your wish." Clint muttered, priming an explosive arrow. "You get to fight the Red Skull."

"Don't act like I'm your friend, Clint." Cap hissed, picking up another piece of debris. "You knew about the Skull before even Nat did!"

Hawkeye gave him a hard glare. "We really gotta do this now?"

"No. But this isn't over!" Steve snapped.

The Red Skull glared at his long-time foe until his eyes fell upon the glowing gem in Fury's hand. Again the cube whispered to him. "That's it…" he hissed. "That's the source."

"Gah!" Sam cringed as Bucky tightened the bandage around the man's shoulder. "Why's he here?! Why'd he come to us?!"

Bucky glanced at the Skull and followed the man's line of sight to Fury's hand. "He didn't come for us."

"Give me the stone, Fury." The Skull hissed while taking a step forward onto solid ground.

"Stone?" Chang asked, glancing at her ex.

Fury held up the glowing gem. "If you think I'm handing this over to you, you're more deranged than I remember."

"Give it to me!" The Skull roared.

"You want this?!" Fury barked, willing the gem to activate. The debris around him floated off the ground and began to shift until the resembled thick stone spears. "COME TAKE IT!"

* * *

 **Hey guys! Sorry for this cliff hangar but it was getting to lengthy for a conclusion to the arc, which I hope to bring in the next chapter. For those wondering about my other stories, I am working on them but in order for them to progress, I need to push this story ahead to expand my universe of 1630.**

 **I do have midterms coming up soon so please bare with me here. It might take a while to set this up, but I hope to get another chapter out by the end of October.**

 **Next Time: Ghosts: Reality Check**


	4. Chapter 4: Ghosts: Reality Check

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

 **Chapter 4**

 **Ghosts: Reality Check**

* * *

 **Auschwitz, Germany, 1944**

"Keep moving Max!" A man hissed, pushing a younger child in front of him. Both the man's and the boy's heads were shaved bald, just like the dozens of people around them. They all wore stripped clothes that hung off their scrawny bodies.

"Papa…I'm too tired…" the boy pleaded, nearly stumbling. The boy's fathered grabbed his arms and kept him from falling.

"Don't say that out loud!" he hissed. "They'll kill you if they hear you!" The boy frantically glanced at the black clad soldiers over-looking the campgrounds. All of them bore the red and black Swastika of the Nazi party. "Please…" the man begged, looking down at his 12-year old child with pleading eyes. "I need you to be strong for me."

"I-I'll try papa…" the German boy said.

The Nazis herded their prisoners towards a large patch of barren ground that must have been a field at one point. But now it was riddled with bullets and trenches. The boy's father glanced around at the dozens of prisoners who lifelessly marched towards the trenches.

He looked past his fellow prisoners to see many armed Nazis wearing gas-masks and carrying sub-machine guns. The men held their weapons at the ready.

At the helm of the group stood a man in an officer's uniform, but this man was no normal man. The father paled as he gazed upon the mutilated face of the Red Skull. Said man glanced with disdain at the herd of prisoners that were shuffled along towards the front of the trench.

The smell of urine and fecal matter alerted the prisoners that this was their bathroom. A filthy field where they were to relive themselves like animals. For many, this had become a daily routine. But the Skull had different plans.

"Max!" the father hissed, grabbing his son and pushing him forward.

"Papa!"

"Keep moving! Move to the front!" the man cried, urging the boy faster while shoving past his fellow prisoners. "Don't look back!"

"Papa, what is happening? You're scaring me!" the boy cried.

"Listen to me!" the man said, spinning his son around to look him in the eye. "What I do now may seem cruel…but I do it because I love you."

"Papa?"

The man looked at the ground in shame. "I…I couldn't save your mother…" he returned his gaze to his son. "But I can save you." And without another word he shoved his son, causing the boy to stumble backwards into the trench.

The Red Skull raised his hand and the Nazi's aimed their guns. Skull barked out the next order with near glee. "FEUER!"

"PAPA!" Max screamed.

 **BAAABBABBABAABBAAMMMM!**

Max looked up to see crimson mist spray through the air and bodies topple down on top of him. The boy screamed in fear as corpse after bloodied corpse piled on top of him while gunfire continued to echo through the court yard.

The Red Skull laughed as his men hurled the bodies of their former prisoners into the trench. "Let's see how the Allies like our graveyards." He chuckled.

Max crawled through the bodies, nearly hurling from the horror-struck faces covered in blood and dirt. The boy stopped crawling the second he saw the final face. The face of his own father.

"P-Papa…?" he whispered in fear, tears streaming down his mud-stained face. He stroked the dead-man's cheeks and saw his own beaten visage in the man's lifeless eyes. The fear and sadness boiled over into rage. "No…NOOOO!"

A soldier glanced down into trench to see the young boy pushing through the bodies of his fellow inmates. "Man ist noch am Leben!" he screamed, cocking his rifle. The man's aim was thrown when his weapon was jerked forward, pulling him into the ditch.

"Gruh…" the young boy snarled as he felt the bodies around him shift. Their wounds bled profusely as bullets dug their way out of their flesh prisons. The soldier backed away in fear as hundreds of blood soaked bullets hovered around him like a crimson swarm.

"GRAAAHHH!" Max screamed. The bullets ripped through the air, tearing the soldier apart. The boy crawled to his feat, tears mixed with blood streaming down his face.

"Gotten Himmel!" A Nazi screamed, seeing the carnage. The boy stood up in the center of the corpses and glared daggers at the men who bore the swastika. "Monstrum!" the man screamed before spraying the boy with a shower of bullets.

The metal stopped mere inches from the boy's skin before inverting and launching themselves back at the man, shredding his body to bits. The remaining Nazis assembled along the trench and loaded their weapons.

The boy turned his enraged stare at the men who had murdered his father, taken him from his mother. "Sterbern!" he screamed before the swarm of bullets launched from around him, tearing into the Nazi death squad, slaughtering them like they had his fellow captives.

The bodies tumbled into the trench, joining the massive grave. Max sank to his knees and began to sob. "P-Papa…"

"Filthy Jew Boy!"

"Wha-?!"

 **THAK!**

Max's vision blurred right as pain exploded in his head. He fell forward onto the bodies and cried out in pain. The Red Skull grabbed the injured boy and pulled him into the air before cracking him in the jaw with an elbow, nearly breaking his jaw. "That was an interesting trick you just pulled!" another blow struck the boy in the face.

"Gah!" Max screamed.

"Do it again!" The Skull roared, slamming the boy into the ground. "I dare you, you piece of trash!" a boot collided with the boy's skull, planting his face firmly into the ground. "What are you, you little freak?!" Skull snickered.

 **KAAABOOM!**

The Red Skull looked up in shock to see one of the sentry towers explode, sending it toppling down onto the side wall of the camp, taking most of the wall down with it.

The sound of gunfire echoed through the compound. The cries of German soldiers meshed with curses and shouts of English. "Americans…" Skull whispered. "The Allies." He hissed. He left the beaten Max on the ground and picked up a dropped MP 40 off the ground.

"Damn you boy!" he screamed aiming the gun at Max's head. "You held us up!" Max groggily raised his head to see the barrel of a gun pointing at his eye. "Die little Jew-boy."

"SKULL!"

Red Skull spun around to see an American soldier leaping through the air, tackling him to the ground. "Gah!" Skull barked, swatting the man in the face with a fist. The man grunted before delivering a vicious head-butt to the Nazi's face, staggering the man. "AK!"

The Skull quickly raised his gun as did the Allied soldier, but the Skull was faster.

 **POP! POP! POP! POP! POP!**

The man fell back with blood bursting from his chest. "ARGH!"

"Arrogant American! Next time send Rogers himself to deal with me!" The Skull turned his gaze back to now crawling Max. "Where do you think you're going, Jew-Boy?" the boy looked back at the Skull, completely terrified of the man. His head still throbbed with pain and blood pooled down his head and into his eye. He was too scared of the man to even attempt to call upon the powers he had just used to butcher a Nazi battalion.

 **SHRRIPP!**

The strange noise grabbed the Skull's attention and he turned to its source. His eyes widened when he saw the previously dead soldier on his feet with six jagged bone-claws jutting from his fists. "You think this is over, bub?"

"SKULL!" the group's attention was stolen by a man standing on top of a burning barrack wielding a rifle and a triangular shield painted in the colors of the USA. The man wore an American army uniform colored in dark blue, a pair of goggles and a blue helmet with an A engraved on it obscured his face. Captain America glared down at his enemy until his eyes fell upon the trench filled with bodies. "You sick fucking bastard…"

The Skull smirked, waving a hand at the trench. "Enjoy my little gift for you? You were meant to find this after we had destroyed this place. But alas, I hope you appreciate all the effort I put into it."

Bullets ripped through the air just as the Skull dodged. Captain America continued to rain bullets down upon his foe, keeping careful aim as to not hit the boy lying on the ground. "Jimmy! Get the kid!"

The man known as Jimmy snarled and lunged forward, slashing the Skull across the side, drawing blood. Instead of following up with another strike, the man rolled towards the boy and shielded him. "Cap! Kick his ant-sematic ass!"

Cap took his friend's advice and opened fire with wild abandon. Bullets riddled the ground while the Skull dove for cover in the open field, returning fire with his own weapon. Cap raised his shield to block the attack before firing another volley of bullets before his clip went dry.

The Red Skull tossed away his own weapon and sprinted towards the broken wall. "No!" Jimmy screamed, preparing to give chase.

"James!" Cap shouted, leaping down from the building. "Stand your ground soldier!"

"He's getting away!" James snarled.

"The boy needs first aid and we need to free the other prisoners!" Cap shouted, ditching his empty gun and pulling the injured boy into his arms. "I've got you, son."

"Cap, we can't just let him go!"

"Jim, please, we need to save as many lives as we can. I'll take responsibility for the Red Skull."

Jimmy sighed and slowly retracted his claws into his hand. "Gotcha Cap. Where's Bucky and rest of the crew?"

 **KRAABOOMM!**

Another building exploded behind them. Bullets burst from the brick structure, forcing Cap to shield the young boy with his shield and James simply ignored the bullets as they tore through his skin. "Gruh! Guess that answers my question…"

Out of the burning building ran two men, Bucky Barnes and Dum Dum Dugan. "Cap, we got a whole group of prisoners in another building! We picked up a German transmission too!" Bucky shouted.

Dugan was the next to speak. "They're gonna execute every last captive here!"

"Then move your asses boys!" Cap screamed taking off in the direction of the remaining prison building.

"Cap be careful!" Bucky shouted, giving chase with Dugan and James. "Ana saw snipers in the guard towers!"

Captain America glanced at the towers to see a glint of a muzzle a split second before the weapon fired. Cap threw up his shield, blocking the bullet. He then barked into the small radio strapped to his wrist. "Ana! Can you hear me?!"

* * *

Adriana Soria sat underneath a pile of fake bushes on a large hill overlooking the prison. "Loud and clear Steve. I've got you covered." She pulled the trigger of her rifle and smirked at the resounding recoil.

 **BANG!**

* * *

The sniper in the tower toppled over when Ana's bullet ripped through his skull. "Atta girl, Ana!" Steve smirked.

"You're a lucky man Cap!" Jimmy shouted after seeing Ana's work.

"Remind us to find you a girl, Jimmy!" Bucky replied. "I know a cute redhead from Rhode Island!"

"You talkin' about Dot?" Cap shouted back.

"Who else?" Bucky replied, popping off a few rounds from his rifle. "We're just about there!"

"Get everyone to stay behind me!" Cap shouted, raising his shield. As the Allied heroes approached the building they saw a dozen German soldiers with flamethrowers spewing fire onto the prison house.

"They're torching the place!" Dugan roared, opening fire on the men. The bullets mowed down the soldiers, but the damage was done. The building went up in flames like match.

"NO!" Cap roared.

* * *

Ana watched in horror as the prison house was consumed by flames. "Shit! Hammond move your ass we need you here!" she screamed into her radio.

* * *

"Cap!" Bucky shouted doing his best to stop his friend from entering the inferno. "Even you won't survive that! Especially not with the kid!" Bucky pointed to the frightened boy they had rescued mere minutes ago.

James moved forward towards the raging fire, shielding his face from the heat. "Rogers toss me that shield and I'll get them out!"

"Are you kiddin' me Jim?!" Dugan barked. "I know you got some crazy healin' powers but you'll be cooked faster than a Sunday barbecue in that blaze!"

"Jesus Dugan we can't leave them to die!" James barked.

 **FWWOOOSSSHH!**

The group of soldiers looked up in surprise as the flames spiraled into the air, smashing into a lone figure in the sky. "What the he—" James screamed.

Cap's scowl broke into a grin as he saw the flames disappearing into the floating figure in the sky. "Hammond!"

Out of the fire descended a man consumed by flames. The figure slowly descended form the sky, pulling the rest of the blaze into his body before the fire slowly died down to reveal a blonde haired man in a red body suit. Jim Hammond the Human Torch stood up off the ground, a big smile on his face.

"Long time no see Cap." The android grinned.

"Good to see ya Jim." Cap said before hurling his shield into the building's door, shattering it. "Keep any sparks from igniting the rest of this place!"

Captain America barged into the room to see dozens of malnourished and beaten prisoners coughing and gasping for air. The American war-hero smashed open the few windows the building had, allowing a gust of fresh air into the building while Hammond prevented a backdraft from reigniting the building. "Everybody follow me! We're getting you out of this Hell!"

The prisoners stumbled out of their barracks with the aid of Dugan and Bucky. "Everybody move to the edge of the camp! We've got transport waiting for you!" Bucky roared in German.

"Everybody move to the far walls!" Cap hollered taking lead of the group. The remaining Commandos took point while the Human Torch flew into the air, body ablaze with orange flame. "Hammond! Take the lead!"

"On it Cap! I'll scout ahead and have Ana point out any stragglers for me."

"Let's move people!" Dugan barked readying his rifle.

The group dashed towards the outskirts of the camp where the sounds of gunfire only got louder. "Keep together and stay behind us!" Captain America hollered, raising his shield to protect him and Max.

The boy looked at the approaching wall with fear "Will we make it?" he asked.

Cap replied immediately. "I'm going to make sure everyone of you gets out of this camp alive! That's a promise!" Cap charged forward brandishing his shield. The few Nazis not occupied by the Allied forces across the wall turned to fire on the star-spangled hero but a shield to the stomach knocked one back.

Even with an extra 70 pounds from Max, Captain America was still faster than the German's could see. In an instant he was upon them, cracking one across the face and grabbing his rifle, firing off a volley of gunfire that mowed down the remaining soldiers. "Everyone over the wall! Keep moving!"

James stood by the back of the group, picking up a German rifle. "You heard the man!" he barked in Polish. "Over the wall!" He cocked the weapon and turned back to the camp where he saw a stumbling Nazi raise his arm. James squinted and saw that the man had a grenade in his hand. Before James could shoot, the man hurled the weapon into the air, letting it sail towards the group.

James had no time to shout a warning, the weapon was sent hurtling back towards its owner, smashing into the man before it exploded. James whirled around to see the young boy Max holding his hand out in the direction of the grenade. The boy flinched when he saw James' gaze upon him.

Before the man could speak, Cap carried the boy over the wall and towards the Allied transports. "James! Get a move on man!" Bucky hollered leaping over the wall. "We need our Canadian back alive!"

* * *

 **Allied Camp, 10 Miles West of Auschwitz**

Dozens of soldiers helped load the freed prisoners onto trucks. "Don't worry folks, we're gettin' you out of this shit show!"

"Next truck is full! Move 'em out!"

One soldier marched through the camp, looking for one refugee in particular. "Hey James!" The Canadian soldier turned to see Bucky jogging towards him, rifle in hand. "Hey, we need to be in the briefing tent in ten minutes, you need to start gearing up."

"I'll be there Barnes, ya might want to find Dugan before he and Falsworth start playing Black jack with the rest of grunts. You know how that last match ended."

Bucky grinned. "I remember. Just start headin' to the main tent. Word is we're getting' another crack at the Skull and all his Hydra goons." The younger soldier took off jogging towards the common area of the camp. "Don't be late, Logan!"

Logan grinned. "Wouldn't miss it." He turned back to the refugee trucks and grabbed a soldier by the shoulder. "Hey, you see that kid that Cap brought in?"

"Kid, sir?" the man replied.

"Yeah, The Kid Rogers dropped of here, where is he?"

The man gave Logan an exasperated look. "Look sir, If I could help you, I would, but we've got over a hundred of these guys to ship out of here, and not to be that guy, but allota them look the fuckin' same to me." The man went back to work urging the freed prisoners onto the trucks.

"Dammit." Logan muttered as he watched the trucks leave. Taking the boy along with them.

* * *

 **Secret Avengers Bunker, France**

Magneto snarled as he watched the Red Skull wield the cosmic cube at Nick Fury. The former head of SHIELD held a bright red stone in his hand. The object glowed with the same crimson hue as the cosmic cube, bathing the area in a red glow.

Stone spears tore through the ground hovering around Fury like a set of arrows, primed to strike. "DIE!" the spears rocketed towards the Skull.

The mad man snarled, raising the cube high into the air. A dome of crimson energy swirled around him, creating arcs of red lighting that whipped across the room, zapping the spears out of the air. "Is that the best you can do, Fury? IS IT!?" the cube burned brighter and the steel cables and beams around the base began to warp and twist, tearing themselves off the walls before smashing together until they formed a titan of warped metal and sparking wires.

Chang looked at the assembled Mech in slight awe. "Holy shit…"

The massive titan lumbered forward until it swung its arm at the assembled group. "Scatter!" Cap screamed, leaping to the side. The metal fist collided with the floor, shattering the ground, causing the whole base to shake.

War Machine's armor popped open, revealing a flurry of rockets and machine guns. "Take it down!" he barked. His weapons opened fire on the metallic titan, shredding its upper armor.

Bucky rolled to his feet and opened fire on the Mech's head, catching its attention. "Magneto!"

The metal monster swung its arm down upon the Winter Soldier, only for the blow to fall short, stopping in mid air. The creature struggled to move but turned its attention to Magneto. The Master of Magnetism held the creature in his power before shoving it back, slamming it into a wall.

"You made a monster of metal in my presence. How foolish." The metal titan groaned in rage, struggling against the mutant's powers. "GAH!" he grunted as a red aura warped around his body. Immediately Magneto felt himself cut off from his powers in the same way that Fury had done so earlier.

The Red Skull snickered, gripping the cube tighter in his hand. "Where'd your bravado go, little Jew-boy."

Magneto snarled in rage while the steel titan sluggishly returned to action. The creature swung its arm down at Magneto before a volley of rockets blew it apart. The arm shattered under the assault as War Machine flew through the smoke, grabbing Magneto and rocketing past the titan. A barrage of repulsor fire pelted the titan, staggering it as most of its face was blown apart.

Monica and Widow fired their weapons at the Skull only for them to bounce off the madman's body, sending them diving for cover. "Nick!" Chang barked. "Whatever you were using, use it again!"

Fury gripped the reality stone in his palm and aimed it at the Skull, willing his mind to bend the world to his will. The floor around the Skull slowly began to liquefy, creating a literal pool of quick sand beneath the Skull's feet. "Gruh!" Skull roared, turning the sand into mud with a wave of the cube.

Chang tapped her com-piece. "Kaine, where the fuck are you with those weapons?!"

* * *

"Weapons?!" Kaine barked opening the armory doors while the base shook from the fight overhead. "I thought I was just suppose to get the shield!"

" **We've got the mother of all bad guys up hear with a doomsday device! We need every fucking weapon we have!"**

"Jesus Christ." Kaine hissed, grabbing Cap's shield off a rack. He slipped the weapon over his arm and grabbed a grenade launcher before slinging it over his shoulder. He turned his attention to a large rack of automatic weapons and high-powered rocket launchers. "Sometimes I wish I had more arms."

* * *

The titan swung its arm like a hammer, barely missing War Machine who ducked under the attack, retaliating with a volley of missile fire that crashed into the monstrosity's chest, blowing apart the center of its body. Despite the damage, it still held itself together.

"Nick!" Steve roared, hurling another piece of metal at the Red Skull who didn't even bother to dodge as the weapon bounced off his force field. "Tear that fucking thing apart!"

Fury ducked under a piece of debris as the titanic golem began to crumble as it stomped through the remains of the base. "I'm trying Cap!" Fury hissed. The gem burned his hand, searing his flesh. "Guh!" he grunted, ignoring the pain. He aimed the gem at the golem and focused his will.

The golem stumbled forward, lifting what remained of its arm into the air. Fury cringed in pain as the gem burned brighter, burning into his synthetic flesh. "Just die already!"

The golem lumbered forward until its body began to slip apart. Metal became water as the golem smashed into the ground, creating a tidal wave of water that washed over the group.

Red Skull tore his boots free of the mud he'd been stuck in just before the wave crashed into him. Despite the force of the water, he still gripped the cube in his palm. Instantly the water was split asunder like the red sea. The Skull stumbled to his feet and marched towards Fury, whose arm was now melting.

"Nick! Look out!" Hawkeye shouted firing off an arrow from his gun. The Red Skull snapped his fingers, reducing the arrow to dust. Falcon leveled his own pistol and fired off a hail of bullets, all of which were reduced to dust before they ever touched the Nazi.

"This is the source…" the Red Skull whispered, eyes locked on the reality stone pulsing red on the floor next to Fury's half-melted prosthetic.

"Don't let him touch it!" Steve roared, leaping at the Red Skull. The man didn't even turn to the Avenger before a blast of crimson energy swatted him back.

"Steve!" Hawkeye shouted. "Dammit! Nick, get the stone!" Clint opened fire with his guns, followed closely by the Winter Soldier, War Machine and Falcon.

The Skull walked through the bullets like he was invincible as Fury reached for the stone. The ground beneath liquefied for a moment before coils of liquid earth wrapped around the man's arm, pinning it on the floor.

"The stone is mine…" Skull whispered reaching for it.

"NO IT'S NOT!

The Skull whipped around to see a rocket flying right towards him.

 **KAABBOOOM!**

The floor exploded as the missile hit, sending debris through the air along with a cloud of smoke. The group turned to see Kaine, loaded with at least a dozen various weapons, a rocket launcher resting on his shoulder, barrel smoking. "How'd you like that, you Nazi dick!"

The smoke cleared as the Red Skull stomped forward. "I didn't…"

Widow looked at the devastated floor but saw no sign of Fury. "Nick? Nick!"

 **FWASSSHH!**

Widow spun around to see a dying blue light, revealing the Winter Soldier and Nick Fury. "How the Hell—" Widow started before she saw Bucky's robotic shoulder was open, smoking with a blue light.

"Short ranged teleporter. It's how I got away from DC." Bucky replied as his arm sealed itself back up.

"Don't try to earn favor!" Fury spat, crawling to his feet.

Bucky snorted. "You're welcome."

"The gem…where is it?!" Fury asked.

Everyone's eyes snapped back to the glowing gem on the other side of the room. The explosion had blown it back far away from the Skull, but when the mad man saw it, he grinned.

Cap snapped his attention to Kaine. "Shield!" he barked. Kaine hurled the weapon at the Avenger who caught it. Captain America took off running, sprinting towards his long-time foe like an enraged bull. "SKULLL!" The Nazi ignored his enemy who smashed his shield against the Skull's force field.

Again and again Captain America smashed his shield against the Skull's, hoping for any kind of shift in power or crack in his force field. But none appeared.

"Do not let him get that stone!" Fury screamed. Monica rushed towards Scarlet Spider who was busily trying to prime all the rockets and explosives they had.

"Move over amateur!" She barked grabbing two of the bazookas and leveling them at the Skull. Scarlet Spider saw where her aim was before barking back at her.

"Cap's in the way!"

"Then he better fuckin' move!" she screamed, firing off a barrage of rockets.

"Steve move!" Widow screamed. Cap saw the rocket and dove to the side, letting the explosives hit the Skull, engulfing him in flames. The black smoke that clouded the air was blasted away by a beam of red energy that would've tore Chang in half had Scarlet Spider not tackled her to the ground.

"What do we need to drop on this guy?! A nuke!"

"Or a Hulk!" Hawkeye barked, grabbing a grenade belt before plucking at their pins. "Just hit him 'til he drops!" he hurled the belt at the Skull who let it crash against his force field before being swallowed by another explosion.

The Skull snarled through the smoke and released another beam of energy at the heroes sending them ducking for cover. As the Skull focused his attention on the heroes, Magneto felt his own powers returning.

"Finally…" he hissed will the metal around him to move towards the Skull, connecting together until they formed a massive serpent of rotating debris, moving about at incredible speed like hundreds of miniature chainsaws. "I've lived through Hell for a chance at this!"

The metallic serpent dove forward, tearing apart the ground as it crashed into the ground before the Skull. The metal beast lashed out at the Nazi, its tail buzzing like a chain saw. The weapon smashed against the Skull's Force field pushing him back.

"What?!" the man barked in rage. The dome of energy around him began to crack like glass. The Skull's eyes flew to the cube in his hand, now burning a dull red instead of the bright crimson from before.

He recalled how Superia had told him of the limited power supply, and now it seemed it was becoming reality. "Dammit!" he hissed. The Red Skull raised the cube at the metal snake, blasting it with a pulse of red light. The metal shards were instantly turned to glass, collapsing on top of the Skull's already crumbling shield.

"What the Hell is happening?!" Scarlet Spider hissed, grabbing a rifle and taking aim.

"The Cube is running out of juice!" Fury barked, using his good arm to grab a grenade launcher. "Hit him with everything we've got!"

War Machine primed his repulsors and rockets, aiming them at the Skull. "You heard the General!" Rhodes barked. "Take him down!" blasts of green lasers and bullets hailed down upon the Skull.

The Nazi roared in rage, throwing up another shield of red energy, albeit this was far weaker. The thin shield was pelted with the attacks, immediate, cracks spread across it surface like glass.

"He's on his last legs!" Bucky shouted stepping closer while firing his rifle, pelting the shield and causing it to crack further. The Skull sneered slammed the cube into the floor, creating a shockwave that tore the floor apart, creating a massive ripple across the floor, warping the concrete and steel like water. The liquid matter burst apart into stone spears, nearly skewering Hawkeye and Widow before a red and white shield smashed against them, shattering the weapons. "Fall back!" Steve barked.

Clint pulled Natasha back while still firing with his pistols. "Thanks Cap!"

Cap snarled, breaking another spear. "Don't thank me Clint! You and I are gonna have some serious words when this over!"

"Sure." Clint grumbled, blasting the tip off a spear that tried to skewer him. "If we live that is."

Scarlet Spider tackled Hawkeye to the ground right as another set of spears burst from the ground. "Do you have to be such a downer?!" Kaine snapped, dragging his friend away from the attacks.

Taking advantage of the situation, the Red Skull leapt over his own attacks and made a beeline towards the gem. Fury saw the man's actions and moved to intercept. "Cap, he's going after the gem!"

Steve snapped his head to the Skull and snarled, hurling his shield at his foe. The weapon slammed into the man's knee, causing the madman to stumble. Fury leapt at the chance, slamming a boot into the man's face. "Gruh!"

Fury dove into a roll, doing his best to reach the Reality Gem before the Skull could grab it, but the Skull was faster. He leapt forward, slamming the cube into Fury's face like a rock, splitting the man's lip. "OOF!"

"It's mine!" The Skull roared reaching for the gem. A metal shield crashed into his hand, breaking his fingers. "AGH!"

Captain America sprinted towards the Skull at his top speed, praying to whatever god was listening that he'd reach his destination in time.

But no god was listening. The Skull gripped the cosmic cube and slammed it on the ground, burning out the last of its energy to create a pulse of red energy that tore across base, sending Fury and Cap flying back.

"Shit!" Kaine swore as the pulse of light ripped towards them. To his surprise magneto stepped forward, encompassing the entire group in a cocoon of electro-magnetic energy to shield them from both the energy and the debris. "Half that junk is rock and concrete, how are you blocking that?!" Kaine asked, astonished.

"I can control more energies than just the electromagnetic spectrum, but my powers do allow me to affect gravity and my own body to an extent."

"Like increasing your life span." Widow muttered. If Magneto heard her he didn't let it show.

War Machine tried to run a scan of the newly formed crater, but all he received was a bunch of static. "Dammit, my sensors just got fucked by that blasts, Hawkeye do you see anything?"

Clint stared through the smoke and his eyes widened. "NO!" Hawkeye took off into a full-blown sprint firing off two arrows from both his pistols. The Red Skull hissed in pain as the projectiles struck home, one in his back, the other in his leg. But it was all in vain.

The Red Skull slammed the now grey cube onto the crimson gem. Immediately, a massive beam of red energy erupted from where the Skull stood, bathing the entire area in a massive field of crimson energy.

* * *

 **SWORD Orbital Command, The PEAK**

"Massive energy spike detected!" a SWORD operative screamed across the bridge to his commanding officer.

Said officer was a green-haired woman in a green combat suit wearing blue-tinted sunglasses. Abigail Brand glanced down at operative. "Put it on the main monitor. And get me an exact location, run the signature against all known energy signals we've encountered so far."

"Yes Ma'a—I mean sir!" the operative quickly corrected, knowing his superiors dislike of the former name. The operative's screen appeared on the main monitor for all SWORD operatives to see, displaying a full visual of Earth before zooming in on Europe. "Signal starts in the outskirts of Paris…"

"Starts?" Brand questioned.

"The signal is transferring..."

"Where to?"

"Alaska?" the operative muttered in confusion.

"Get me a line to SHIELD." Brand muttered, not liking this at all.

"Ma'am?"

Brand ignored the question and asked one of her own. "Do we have a match on the energy signature?" The operative nodded and pulled up the recorded data. Brand kept up her poker face but inside she was swearing. "This is an Omega level threat! I want a secure line to Marvin Flumm and I want it five minutes ago!"

"Director Brand…" a snake like voice hissed out. A red-skinned dragon-like humanoid in a SWORD uniform walked up to his commanding officer with a look of concern. "What'ssss happening? I ssssensssseee great dissstressss…"

"Read my mind or look at the damn screen Sydren." Brand snapped at her second in command. The alien being chose the latter option and his eyes widened.

"No…we mussst act now!"

"We're working on it." Brand grumbled. "Is agent Powell back from his mission yet?"

"Darkhawk is still on the outskirts of our solar system. Even at his top speed, he will not reach Earth orbit for a few hours."

"Next time that dumb kid needs to take a shuttle!" Brand hissed.

"He did." Sydren corrected. "It wasss dessstroyed on the missssion." Brand rubbed the bridge of her nose. "I ssseee I shouldn't have told you that."

"Ya think? I don't suppose our little 'guest' would be willing to lend a hand, would he?"

Sydren shook his head. "Noh-Varr refuses to assist us in anyway. He persists that he'll start a new Kree Empire on Earth."

"Wonderful, the brats more of a handful than even Powell was. An Jack of Hearts?"

"He'sss ssstill in the Zero room. It ssstill hasss over three hoursss left."

"Shit!" Brand cursed beneath her breath. "Where's my goddamn uplink?!"

An operative displayed the sound only display, connecting Brand to the new Director of SHIELD. **"I'm busy, Brand."** Flumm growled.

"Join the fucking club, we've got jackets." Brand replied. "On second thought, don't join, its bad enough being associated with you to begin with."

" **If you called to insult me, I'm afraid I'll need to cut it short, I'm trying to fix the world."**

"Then you'll shut up and listen. I'm forwarding you all the info we just received. You've got a massive planetary threat brewing in Alaska. Get your forces moving ASAP if you still want a world to 'fix'." Brand growled.

Flumm remained silent, most likely due to him mulling over the data he had just received. **"What kinda resistance can I expect?"**

"We have no clue." Brand said. "But you're dealing with an Omega-Level threat. Remember when the Ultimates went after the Hulk in Manhattan, before they changed their names to the Avengers?"

" **I remember."**

"You'll need at least fifty times that group to beat this thing." Brand heard Flumm snarl before hanging up the line. The commander of SWORD turned to Sydren. "I want us to consolidate all the forces we have here now. Prep them for an Omega Level encounter."

* * *

 **Earth, The Triskelion**

"God Dammit!" Flumm roared, slamming his headset onto the panel in front of him. The current head of Shield was bent over his control panel, running his hand over his brow. "Why now?! My team isn't even remotely ready!" Flumm slipped his head set back on, dialing his top scientist.

" **What Marvin?"** Gregory Stark asked in a bored tone.

"Stark, we have an Omega Level threat on our hands. I'm sending over the data now, this takes precedent over every experiment or side-project you're working on, I don't care how much money or brains you have."

" **You do realize I'm trying to build your team of New Ultimates, correct?"**

"Stark, this could be a world-wide threat and we have no team. Walker is still recovering and I can count on just Agent Johnson alone. So unless Stane and Hammer have whipped up a fully equipped and trained, super-human taskforce, I need you to come up with a battle plan."

" **A battle plan for a device that can alter the laws of physics and reality? Quick question then, do you have an army of Hulks? Then we might actually have a chance."**

"Depends, do you still have a secret batch of Hulk's blood? If not then review the data and build something that can contain, destroy, or at the very least, give my forces some measure of defense! You've got one hour!"

* * *

Gregory Stark sighed as the call ended. His eyes once again roamed over the data he'd been sent by Flumm, frowning at the information that rolled across the screen. "This is what I get for trying to save the world."

* * *

 **Europe, Secret Avenger's Bunker**

Rubble and smoke filled the crater that had once housed the Secret Avengers. Slowly, the rubble near the edge of the crater began to shift until a massive metal dome burst through the debris.

The sphere bounced against the broken stones and metal beams until it came to a halt, unraveling to reveal it had been made up of steel cables wound together by one of the beings inside it. Magneto fell to a knee, panting for breath.

"Oww…" Scarlet Spider groaned. He looked around to see the entire group was alive, disheveled and battered, but no worse for wear. "D-did anyone get the number of the Nazi fuck who just kicked our asses…?" he grumbled, trying to stand and failing.

"He got away…" Cap snarled in sheer rage. The Avenger's fist was nearly shaking in rage as his enemy escaped him yet again. Hawkeye glanced at his teammate as he helped to support the still struggling Scarlet Spider. He turned to Widow who was currently assisting Chang in getting Fury to his feet. Widow glanced at her best friend who nodded his head in Cap's direction.

Widow caught on quick enough and turned to Nick. "Can we track the Skull?" she asked.

"What?" Cap said, nearly spinning around. Bucky pulled Same to his feet, pulling the arrow out of the man's shoulder before taking a miniature torch and cauterizing the wound.

"GRRAAAHH!" Falcon roared, trying his best to grit his teeth through the pain.

"That should take care of the wound for now, but Black Widow had a good question, can we track him?"

War Machine took that time to speak. "We couldn't find him before, but maybe he'll slip up now."

"Men with power often do make mistakes when they think they're gods." Magneto muttered, resting his head in his hand.

"Speaking from experience there, aren't ya?" Chang sneered, earning her a glare from Magneto.

"Enough!" Cap barked. "Nick, can we track the Skull?"

"Sure we can." The group turned to Hawkeye, who in turned glanced to Kaine who was still being supported by the purple clad archer. "He's got a weapon that can warp reality itself. Something that powerful must give off at least some kind of residual energy. And yes, he could theoretically mask it, but like Magnet-Man here said" he gestured to Magneto who growled at him for the 'Magnet-Man' comment "He thinks he's got the powers of a god."

"So why would he bother to hide." Cap finished. "He'll be practicing with his powers, honing them while at the say time making shows of force. "

"If the fight didn't screw up everything in the base we might be able to get the lab up in running." Kaine said.

"We got a satellite uplink?" Hawkeye asked.

War machine stepped forward. "You're looking at him. Kid," he said, turning to Scarlet Spider. "If I let you mess with my scanners, do you think you could find where this freak is?"

"Couldn't hurt to try. Course that doesn't mean we'll be able to get to wherever he actually is. " Kaine turned to Fury who was still nursing his melted right arm. "Or does it?"

Fury glanced down at his arm and then back to the assembled group. "You find him. I'll work out a way to get us there. Everybody, gear up, we move out ASAP."

"Still giving orders?" Cap growled. Fury shot the hero a dirty look before Widow intervened.

"Both of you shut it. Steve, get a new uniform, Fury, get a new arm, and everybody find something useful to do instead of starting another fight." Widow waited for anyone to object, but none did.

"Well," Chang muttered with a dark grin, "looks like someone in this group actually has some stones."

"Shut up." Kaine muttered, nudging War Machine in the side. "Open your uplink. I gotta mess with your sensor settings."

"I better not catch you looking up porn on my HUD." War Machine muttered.

 **Alaska**

"GUAAHH!" The Skull screamed, gasping for air as he reappeared on the frozen planes of Alaska. His body was burning with crimson energy, spewing off his body like crimson mist. "ARGH!" the deranged man roared in pain as he felt his insides cook from the intense energies surging through him.

"WHY?!" he roared, staring at the Cosmic Cube in his hands. "You will do as I say! As I COMMMAANNND!" he screamed. The cube exploded in another burst of energy, tearing apart the frozen tundra like a nuke had detonated.

 **BAAAABBWWOOMMM!**

As the flash of crimson died down, a massive mushroom cloud appeared in the sky, blanketing the state in dust and snow.

All of this was beheld by a tall bald headed being in a set of regal white robes. The man's head was larger than his own body and in his left hand was a staff as tall as he was with a massive cube on its head. The cubes itself was lined with dozens of small red crystal that looked eerily similar to eyes. The silent observes seemed unfazed by the heat and smoke of the blast.

"RAAAAHHH!"

 **KRAAAKOOOM!**

A streak of red lighting tore across the frozen wasteland, leaving trenches of scorched earth all over. The Red Skull roared in pain, firing off a volley of bolts to level anything he saw. When his eyes fell upon the unknown man he snarled.

"Who are you?!" he screamed, crimson energy spewing out of his eyes and off his skull. The flayed flesh of his face continued to burn, leaving charred bone in its place. "ANSWER ME!"

The being looked down at the Red Skull with a cold glance. The Skull's rage only increased as he recognized the look in the being's eyes. It was a feeling he hated ever since he'd stumbled onto the streets of Germany. Pity. "DON'T YOU PITY ME!"

 **FWWABBOOM!**

A massive blast of crimson energy erupted from the Skull's maw, slamming into the silent observer. But the blast flew through him like a ghost. The mound of snow behind him exploded, obscuring the Skull's vision temporarily.

 **FWAAAMMM!**

Another stream of energy blew the snow cloud away, leaving the Skull alone with no sign of the tall being that had been watching him. "WHERE ARE YOU?!" The Red Skull screamed, stumbling forward. "COWARD!"

The Skull fell to his knees, the cube nearly slipping from his grasp. "N-no!" he shouted, tightening his grip. The deranged man looked up to see a small farm-like area near the edge of the tundra. He recognized it as the cover for the AIM base he'd originally stolen the cube from. He looked back down at the glowing WMD and smirked.

"Maybe you'll be more compliant if I took you home…" The Skull stood up. "B-but I must warn you…" he grumbled stumbling off towards the base. "They may have redecorated…"

* * *

 **Europe, Secret Avenger's Bunker**

"GRAAAHHH!" Fury screamed as a new robotic arm was forcibly attached to what remained of his right arm. The mechanical arms moving around him continued to drill the new appendage into his flesh.

"Almost over, Nick." Monica said, standing over the control module, watching as her Ex was being operated on. "Last nerve cluster is being attached now."

The mechanical arms whirled around so that they hung over Fury, brandishing a set of needles and miniature blades. The arms quickly went to work in injecting a blue fluid into Fury's upper arm, while the bladed appendages cut around the area of his lower arm to make way for the mechanical cables. "GAAAHH!" Fury roared again, fighting through the pain.

Magneto watched the operation with a grimace. "And you call me a villain while that witch works on your leader." He grumbled.

"Trust me," Hawkeye muttered brandishing two new pistols before holstering them underneath his arms. "I want to shoot her as much as Widow does, but she's got skill and we need all the help we can get."

"Normally I'd chafe at the prospect of working with you 'heroes'. But, if it means the Red Skull's death, I'll gladly fight alongside you."

Hawkeye glanced at the mutant. "Is that how Barnes got you on board this whole 'rescue' mission?"

"Yes. And I have a debt to pay to the dear Captain." Magneto replied.

"Debt?" Clint muttered. "What debt?"

Magneto looked down at his left wrist, his costume opened up to reveal a series of numbers and letters, running his hand over the prison number the Nazi had carved into his flesh. "He saved my life. And in return I shall murder the man responsible for the deaths of thousands of my countrymen."

"Are you…You're talking about the Holocaust. You lived through that?"

"I told you I'molder than I appear. My powers...extend my life-span so to speak. It's no healing factor...but It keeps me alive." Magneto willed his metal-mesh suit apart, revealing the numbered tattoo engraved on his skin to the purple clad archer. Clint took a good long look at the mark before Magneto sealed his costume up once again. "I lost everything I loved in a few short weeks. I was beaten, assaulted, forced to believe that I was worth less than the dirt I walked on, all because of my beliefs." Magneto glared up at Hawkeye, eyes barely holding back a lifetime of rage. "I've seen the worst atrocities humanity is capable of inflicting upon those it deems 'different' from them. I've lived through it. Can anyone who has experienced the same, really cast my kind as monsters and villains?"

Hawkeye picked up his reloaded quiver and slipped over his shoulder. "Not all people see mutants as freaks or monsters. You should know that."

"What few humans view mutants as people, barely lift a finger to help them. Even my own children have begun to turn a blind eye to it all." Magneto growled. "What has your group done since splitting from SHIELD's control? What have you accomplished for my people?"

Magneto strode out of the room without so much as a second glance at Hawkeye. The man glared down at the floor before turning back to the operation's room.

"Clint." Hawkeye turned around to see Black Widow and Cap enter the room.

"We got what we could salvage from the weapon's room and—are you okay?"

Clint strung his bow, stretching the bowstring until it became taught. "Just peachy. We good?" he asked looking between her and Cap.

"No." Cap glared. "WE are not 'good'." He brushed past Clint and moved to where Fury's operation was ending. Behind Natasha walked Bucky and Sam, and the latter having a thick metal plate locked over his shoulder.

"Bionic support?" Clint asked as the two walked past them.

"Yeah, hopefully this will fix the shoulder you shot." Falcon muttered.

"At least it wasn't your head." Clint growled back.

"That's all you've got to say?" Sam muttered.

"You want me to apologize? We really gotta do this now?" Hawkeye shot back. "I was following an order while you guys were jeopardizing a mission, you want me to apologize? Fine, I'm sorry that I was justified in shooting you!"

"Justified?" Sam growled.

"You really need me to spell it out for you asshole?!" Hawkeye nearly roared.

A sphere of webbing slammed into the wall directly behind the two. The heroes turned to see War Machine and Scarlet Spider walking into the room, the latter carried a laptop while the former hefted a massive pod-like cylinder on his shoulders with cables hanging off its sides. "Can you both shut the Fuck up about who got shot?"

"What are you carrying?" Bucky asked. War Machine dropped the machine on the ground before unrolling the cables.

Scarlet Spider quickly went to work in plugging in the various cables while talking. "Basically its the equivalent to a giant battery. It gets a little technical here but I came up with an idea."

"Is it a good one?"

The group turned to see Fury walking into the room, a new metal arm drilled into his flesh. The doors to the room opened as Magneto walked back into the room, eyeing the giant battery with curiosity. "I'll hold my questions for now." He grumbled.

"So what the Hell am I looking at?" Monica asked.

Kaine moved past her, pulling another cable with him. "Winter asshole." He said, walking up to Bucky. "Open that fancy teleporter of yours."

"Why?" he questioned.

Kaine sighed. "I can explain the science stuff later, Cap, you wanna get to the Skull or not?" Captain America sighed, nodding to Bucky. The former assassin held out his metal arm, allowing it to open its segments, revealing a dull blue light. Kaine strapped the cable onto the man's arm.

"In a nutshell, I'm gonna boost that fancy teleporter of yours, and hopefully, give it enough juice to teleport enough of us, over half the planet."

Chang raised an eyebrow. "Half the planet? Where is the Skull?"

"Alaska." Rhodey replied. "I tapped into SHIELD's communications. They got a massive energy spike in Alaska. They're mobilizing almost all of SHIELD, I got at least three separate helicarriers already in route to Alaska."

"May I continue?" Kaine asked sarcastically. "Anyway, Winter Soldier's arm has a short ranged teleporter up to about…"

"50 Meters if I push it." Bucky replied, cringing as Kaine dug the cable deeper into his metal arm.

"Right…so I got to thinking…we have the N-Zone gates that Reed Richards made, and now we have this mobile teleporter. If I can hook up the signal from this teleporter to the N-Zone gates, we can literally tear through the N-Zone and into Alaska."

"How does that work?" Cap grumbled.

"You really want it to get nerdy on you, Steve?" Natasha teased.

Sam decided to speak up. "Basically when someone teleports, they pass through a different dimension, they do that by matching the frequency, for lack of a better term, of that dimension, consciously or subconsciously. Most teleporters jump through it so fast they don't even realize their going through an alternate dimension. I think what the kid's trying to accomplish is to link Bucky's hardware to the N-Zone through the teleporter gates, that way, instead of a measly 50 meters, we get Alaska."

"Interesting." Magneto muttered. "I assume we have everything we need to target the Skull?"

"We do." Cap said, cocking a rifle before slinging it over his back. "We hit Alaska, find the Skull, and take him down. If he's got the cube, then we don't hold back."

"Could really use the Avengers right now." Kaine grumbled.

"I didn't bring my card with me." Cap said.

"I did." The group turned to Widow who now held a red and white Avengers ID card, a small blue pulse now emanating from the engraved logo.

Steve looked at her in surprise. "When did you—"

"I gave her one shortly after I got mine." Hawkeye muttered. "Now, let's get moving."

* * *

 **Avengers Mansion, New York**

"I'm going to kill Captain America." Wasp growled. "I'm going to kill him for all the crap he has put us through." The black and yellow-clad avenger growled as she stared at the still damaged form of the Avengers Quinn-Jet. Hank and Tony had pulled an all-nighter, repairing the damaged ship, albeit the process was slowed by Tony's incessant need to be half drunk while working. Yet still, the machine wasn't flyable.

She-Hulk walked up behind her team leader and looked over the still inoperable jet. "He's askin' for an ass-whoopin', I'll give him that. Still no word from Clint?"

Wasp's frown only deepened. "Nope. He better be dead or dying. Those are the only excuses I'll accept for that asshole ditching and not even telling us where the fuck he went!"

"We still need Cap." Hank said, walking up to his wife. His cowl was pulled back to show how sleep-deprived he was. "Like it or not he's got some of the best field strategies. And for a majority of people, public support."

Janet scowled, her hand glowing with yellow energy. "When I see him, I'm going to make sure he never does this again."

"This again?" She-Hulk murmured. "Or anything again?"

"It's still pending." Wasp snarled.

"You might need to make up your mind soon." The group turned around to see the Black Panther jogging into the room. "I believe Clint has activated his card." Panther held up his own blinking card, revealing the map on its back. "I believe we might have an issue as well."

"What kind of problem?" Hank asked.

"The massive kind." A robotic voice interrupted before the stomping of metal boots echoed across the hangar floor. Iron Man strode into the room, his grey and red armor glinting in the light. "My satellites are picking up massive energy readings in—

"Alaska." Hank finished. "The same place Clint's signal is coming from."

* * *

 **The Triskelion**

Marvin Flumm marched past several officers who were busily organizing their squads for the upcoming assault. Flumm brushed past them, ignoring any concerning question they were shouting as he entered Gregory Stark's Lab.

The owner of said lab sighed in irritation, rubbing his tired eyes before turning to his 'boss'. "Marvin, I hope you realize constantly interrupting my work doesn't help."

"You said the Cape-Killer armor was ready, right?" Flumm asked.

"Yes." Stark replied. "And the Mandroids as well. I repurposed the Starktech Tony had given SHIELD with their little Rocketmen project, and redesigned it to my specifications. They have a better output now than before."

"Will they be operational for this mission?"

"I wouldn't recommend putting new tech in the field so soon, but I also realize the gravity of the situation. The Rocket-Men pilots will be able to operate the Mandroids, and your black ops teams should be well protected while wearing the Cape-Killer armor."

"Any high-tech ordinances you've got, hand them over to the assault team with a break down of how they work. Have Stane or Hammer delivered anything of use yet?"

"Only some new designs, nothing physical or anything we could fabricate in time for your assault. I'm still working on a way to containing this energy. If things get worse, you might actually need to call in the Avengers."

"Absolutely not!" Flumm barked. "I'm not going to rely on those super-human freaks to interfere with our operation! This is a SHIELD mission. Pure and simple."

"With the fate of the world at stake?"

Flumm sighed. "Are the Fantastic Four still off world?"

"Yes. I can't imagine they'd get here within the hour. And I realize the X-Men are out of the question as well." Flumm rubbed his brow, eyes closed in frustration as he thought over his options. "We could try to use some of the Thunderbolts' candidates." Gregory offered.

"They're not ready. I can't risk sending a bunch of unstable WMD's against another unstable WMD."

"Heh…" Gregory chuckled. "You almost sound like you care."

Flumm sighed. "I care about SHELD doing its job, a job Fury let slip. He got soft, allowing this organization to get sloppy. He let in a bunch of super-powered agents and let them loose. SHIELD needs a team loyal to them, one that is accountable to us."

"Thus why you want super-soldiers, not super-heroes." Gregory deduced.

"Heroics are dead." Flumm replied. "This is the real world. Send the Cape Killer suits to the loading bay along with anything else you can spare. We leave in an hour."

"We?"

"You and me are riding shotgun on the assault carriers. I need your brain."

"And SHIELD needs to see its glorious leader in action, right?"

Flumm didn't respond right away, instead checking his watch. "Something like that. Get the gear and pack what you need."

* * *

 **Alaska**

A massive flash of light was the only thing that warned of the group's arrival. The light died down to reveal Nick Fury and his Secret Avengers. Captain America stood behind him, shield at the ready. Behind him were Falcon and the Winter Soldier.

"No SHIELD yet." Hawkeye muttered, guns primed for a shoot out. "Which means we got what, 40 minutes at best?"

"I figure maybe and hour." Fury replied, taking a look at the devastated landscape. "Guess the Skull's been busy."

"But nothing's been changed…" Cap muttered. "If this thing lets you warp reality, you could do almost anything. Either he hasn't thought this plan of his through, which is unlikely, or he still hasn't gotten a handle on the cube."

"Which means we've got a shot to put that Nazi fuck in the grave." War Machine snarled.

Magneto stepped forward, raising his hand in front of him. "I believe we'll need to find him first." The mutant gradually dragged his hand through the air, brow furrowed in concentration.

Kaine glanced at the mutant with a curious look beneath his mask. "What are you doing?"

"Searching." He replied. "If the Skull is here, odds are he has some peace of metal on him. I might be able to find him via a magnetic searc—well…isn't that interesting.

Fury glanced at the terrorist and followed his gaze to see smoke slowly rising from the tundra easily a few miles off. "You got something?"

"There's a whole base directly underground. The main hub appears to be what's burning but there's actually an access tunnel right below us by about 20 meters."

Chang smirked. "You heard the mutie, Rhodes open a path." Magneto shot the woman a cold glare, to which Chang responded to with a smirk.

"The term is mutant, bitch." Kaine said before turning to Rhodes. "War Machine, feel like making a crater?"

 **KAABOOOM!**

The entire ceiling gave way as War machine tore through the roof of the tunnel. The grey and black machine primed every one of its weapons as its pilot scanned the entire length of the tunnel, finding no trace of life. "Clear."

Hawkeye and Black Widow were the next to drop into the tunnel. Captain America dropped into the hole as well, keeping his shield at the ready. He aimed his borrowed rifle and proceeded slowly. "Rhodes, anything on scanners?"

"No." War Machine replied as the remaining group dropped in, followed by Magneto. "And that's what's worrying me. I'm scanning most of the base but I'm only getting one heartbeatson the radar.

"Check you're systems for a bug, tin man." Chang ordered walking ahead of Cap. "If this base is miles long there has got to be more than one person."

"His sensors are fine." Magneto responded, walking to the front of the group. "There's no abnormalities in the magnetic spectrum. There's nothing interfering with his readings."

"So there really is only one person left in the base?" Kaine asked as he scaled the ceiling. "I'm getting a bad feeling about this…"

Hawkeye glanced up at his partner, "Spider-sense?"

"Yeah…whatever's here, it ain't good."

Cap started walking. "Let's move on." The rest of the team followed close behind him.

The group continued through the halls for at least 15 minutes, still seeing no signs of life. "This isn't right." Hawkeye muttered. "No signs of life, no signs of resistance…"

"The layout of this place matches AIM's former base of operation in Oklahoma." Rhodey said, continuing to scan the complex.

"They had a base in Oklahoma?" Kaine asked, looking down at the group.

"AIM has connections to a lot of terrorist groups. Apparently they like arming and coercing conflicts instead of being directly involved with them." Falcon replied. "They're like war profiteers, except they normally use acts of terrorism to further their scientific research."

"Real life R&D work, huh?" Bucky responded. "It was AIM that stole the plans for the cube, right?"

Cap nodded. "Right from the Baxter Building. They nearly killed a group of students in doing so. If this is there base…what's the chance that this is the place they made those plans a reality?"

"Pretty damn high." Fury sneered. "If the Skull came all the way back here…he's probably trying to find a way to better control all that power he's got."

"Then we need to kill him on sight." Cap replied. The first Avenger glanced towards Widow who's eye were looking around the room curiously. "Nat?"

"AIM bases always have defenses." She replied. "Why haven't we encountered any?"

Kaine stopped crawling and looked down at the redhead. "Did…did you just ask if this was too easy?"

Widow glanced up at the clone and then to the rest of the group. Hawkeye groaned. "Fuck me…"

 **BAM!  
**

The group spun around to see a metal door slamming shut behind them.

 **BAM!**

Another one followed directly in front of them, trapping the group in the room. Most of the team glanced at Widow who sighed audibly. "God dammit…"

 **GRRRNNN!**

The newly deployed walls slowly began to move, grinding along the floor. "What is this Star Wars?" Scarlet Spider muttered. "Why do they have a trash compacter in the hallway."

"Rhodes." Cap ordered.

War Machine took aim at the wall before Magneto placed a hand on his arm, holding him back. "Save your ammunition. I'll clear the path ahead." The master of magnetism raised his hand. Instantly the metal walls peeled apart, creating a massive hole in each wall. Magneto simply strode through the new opening, followed quickly by the remaining heroes.

As they exited the walls, two mounted turrets popped out of the walls and opened fire on the group. Again, Magneto used his powers to create a force field around the group, sparring them from the onslaught. "How unoriginal." He muttered, using his powers to crumple the guns like paper.

Before any could react, another set of gun emerged from the walls. But instead of bullets, they unleashed a pulse of energy, blasting Magneto back.

Chang whistled. "Concussion shots…now that's original."

"Rhodes!" Cap shouted, blocking a blast with his shield. War Machine moved forward, taking a blast at full force before deploying a green force field. Scarlet Spider leapt down from the ceiling, passing the shield and leaping back up to where the guns were mounted. Before the guns could pivot, a wad of webbing clogged their barrels.

"Clint." He called out, "do your thing!" Hawkeye leveled his guns and popped off two explosive arrows, striking the turrets and watching them burst apart in fire and smoke. "Okay so no more stating the obvious!" Kaine hissed.

Falcon walked over to Magneto who was slowly getting up. Falcon offered the mutant his hand. "You okay?"

Magneto brushed aside the gesture. "I'm fine. That caught me by surprise."

"Hope its not Alzheimer's." Chang murmured with a grin.

Widow shot the woman a glare. "Could you not be a bitch for like a minute?"

Chang smirked. "How 'bout we make a deal, you all stop acting like a bunch of pussies and I'll treat you like grown ups, okay 'kids'?"

Kaine dropped down next to Clint before leaning over to whisper at him. "Fury was really married to her?"

Hawkeye nodded. "I never really approved."

"Guys." Nat called out. The group turned to see Widow standing with Cap in front of a massive pool of blood. "We might know what happened to everyone else."

The group looked on in horror as they saw dozens of half eaten corpses oozing blood all across the hallway. Kaine crawled along the side of the wall observing the carnage. "Did…did we just walk onto the set of 28 Days Later?"

"It's a fucking blood bath…" War Machine mumbled. His metal boots stomped onto the blood soaked floor, splashing blood onto the walls. "Christ."

Hawkeye knelt down next to one of the corpses and turned it over, revealing the torn out entrails of the victim. "That's just messed up." He muttered. He turned back to the group and pointed to the wounds. "These are teeth marks."

"Teeth marks?" Kaine muttered taking a look at another body that Chang pushed over with her foot. Scarlet Spider took a look at the corps' mouth, seeing blood and flesh lodged in the teeth. "Call me crazy, but…did they eat each other?"

Winter Soldier glanced at the bodies, observing the carnage. "I'd say yes."

Cap pushed past the group, keeping his eyes trained on the hallway. "Let's keep moving." The group quickly followed the Avenger past the corpses and to an elevator. The doors were sealed shut and caked in blood.

Hawkeye stepped up and pressed the lift button and stepped back. "If a river of blood pours out, I'm going to be so pissed."

"Bet you wish you could stick to walls." Kaine muttered while doing as he said. The doors opened but no blood poured into the hallway. "Now I'm a little disappointed."

Cap stepped into the elevator, realizing it was a massive freight cart, big enough to hold the entire team, if not more. "Trust me, when dealing with the Red Skull and his atrocities, he'll never disappoint." The team piled into the elevator before riding it up in silence.

When the doors opened the Secret Avengers stood ready, but found even more half eaten bodies strewn across the floor in piles. Rotting carcasses and bloody organs littered the hall, creating a floor of blood that didn't miss an inch of the cold steel floor. Monica whistled. "Damn Cap, you were right." the team glanced at her. "When it comes to atrocities the Skull really doesn't disappoint."

Cap gave her a cold glare before Widow placed a calming hand on his shoulder. "The Skull can't be far."

"He's not." War Machine said, priming the repulsors on his forearm. "I got a heartbeat. 50 meters ahead…and a massive energy reading."

"Then let's move!" Fury barked. The group stormed through the halls until they reached the main lab, shielded by thick doors of solid steel. "Magneto, we got a Nazi behind these doors."

"Not for long." The mutant declared before gripping the doors with his power, tearing them off of the wall. "SKULL!" he barked. Storming into the room, the Secret Avengers following close behind.

In the center of the room sat the Red Skull, sitting on a pile of dead and eaten corpses like a twisted throne. The Cosmic Cube floated in front of him, bathing the man in a red light. The man stared ahead in a dazed manner, barely acknowledging the group that had stormed his base.

"SKULL!" Cap roared brandishing his rifle. Widow, Fury and Bucky followed suit, unleashing a flurry of bullets to turn the Skull to paste. But the bullets slammed into an invisible wall. The bullets clattered on the ground, but still, the Skull paid them little mind as he stared into the Cosmic Cube.

"Can you hear it…?" He mumbled.

War Machine kept his weapons trained on the Skull

"What did he do here?" Scarlet Spider muttered.

Hawkeye's eyes darted around the blood-soaked room and growled beneath his mask. "You mean what did he do to everyone…I think he had them eat each other alive."

Cap fired off another shot, watching as it struck the Skull's force field, crumpling in the air. "Schmidt!" he barked. The Skull finally tore his gaze from the cube and turned towards his mortal enemy.

"Ah…Captain…" he muttered as if just realizing they were there. His voice still sounded dazed and confused. "Can you hear it?" he mumbled.

"Hear? Hear what?" Cap snarled raising his shield.

"The sounds…they're beautiful." The Skull whispered, eyes returning back to the cube.

"I don't believe it." Fury muttered. "He's more deranged than he was before."

"I care not." Magneto seethed. The floor itself was torn apart as Magneto created a massive metal bear trap to impale the Skull. The death trap slammed shut, crashing against the Skull force field with a resounding crunch. The metal teeth shattered against the crimson field.

The attack seemingly snapped the Skull out of his trance. The mad man turned his gaze onto Magneto. "Hello…little Jew-Boy."

The Cosmic cube burst to life, enveloping the entire area in a blood-red glow.

* * *

 **KRAAKOOOM!**

A bolt of blue lightning ripped through the sky, striking the frozen tundra in a flash of light, leaving a smoking crater filled with eight figures. The Avengers turned their gaze onto the frozen wilderness.

"How close are we to that energy source?" Wasp asked.

Yellow Jacket adjusted his goggles and squinted. "Were about a mile or two off from the source. Looks like it's just off that ridge."

Binary began to float off the ground. "I can scout ahead, do some recon."

"And maybe get turned inside out." Iron Man replied. "Richards said that this damn Cube is able to warp reality. If what he says is true, and I doubt he'd lie, this cube could take out the Hulk."

She-Hulk snorted, cracking her knuckles. "We'll see about that."

"Can we not?" Valkyrie interjected. "Do we even have a plan?"

She-Hulk smirked. "Course we do. We find the Red Skull and smash him."

Black Panther glanced back at the jade-giantess and then to the rest of the team. "I assume we actually have a plan, correct? If the Skull possesses a weapon that can warp reality itself, we must have a counter." The former King turned to Iron Man. "Did Richards have any form of fail safe built into the cube?"

"Nope." Tony replied.

"He built a weapon that could turn people inside and out and he didn't build a failsafe?" She-Hulk muttered. "That doesn't seem very genius-like."

"Well he didn't really design the damn thing." Iron Man muttered.

"What?" Hank asked.

Wasp stepped in front of the armored hero. "Were you ever going to let us know about that little fact?"

Iron Man Glared at her through his helmet. "No."

"Why not?"

"It slipped my mind." Iron Man growled.

Wasp glared back at the man. "I guess you drowned some more brain cells in that bottle of yours." She hissed. Iron Man's fists tightened as rage flashed in his eyes. Wasp could see it through the slots in the helmet.

"Enough!" Thor barked, lightning flashing across his eyes. "We face a threat equal to the hordes of the Enchantress if not greater! We have no time to waste on petty arguments!"

"Petty?" Wasp muttered. "His drinking is a problem!"

"One we can talk about later." Binary muttered looking off into the distance as something caught her eye. "Because I think something's happening."

The group turned in time to see a massive flash of crimson light erupt over the horizon.

Panther pulled out his Avenger's card and tapped the logo twice. "And I think we'll need all the help we can get."

* * *

 **BAAABBOOOMMM!**

A metal sphere of massive proportions crashed into the frozen tundra, crumbling apart to allow the mish-mash team of heroes to tumble out onto the snow-covered ground. Magneto fell forward, crumpling onto the ground.

"Guh…" Cap growled, turning his head to see the fireball that was the base exploding into the air. "G-get me a head count!" Cap barked. Fury was busy crawling to his feet, metal arm grasping his rifle as he tried to get his bearings.

Scarlet Spider dragged Hawkeye to his feet "Gruh…Magneto is down!"

Winter Soldier dragged said mutant further from their crash sight. His eyes scanned the survivors and saw Falcon was lying face down in the snow. "Cap!"

The first avenger glanced at his down friend and trudge through the snow to get him. "Sam!" he barked, rolling the injured man onto his back. He put an ear on his chest and heard a heartbeat. "I got a pulse!"

"Is he breathing?" Widow barked, dragging her gun out of the snow.

"He is!" Cap shouted back.

"But you won't be." The group spun around to see the Red Skull standing in front of them, the crimson cube burning in his hand. The air around them began to burn. The snow began to melt and boil before a burst of crimson energy erupted from the cube. Cap barely managed to get his shield up in time, the blast grazing the indestructible shield as it tore across the tundra.

The rest of the heroes scattered, fanning themselves out amongst the ground. "Open fire! Open fire goddammit!" Fury screamed, peppering the Skull with a hail of gunfire.

"Fucking Nazi!" Chang roared, firing off a rocket from her shoulder. The Skull's gaze flickered from the bulleted bouncing off his shield, to the missile that was disassembled in mid air, the explosive dropping harmlessly into the melting snow.

"Guns and bullets won't stop me now…all you can do is wait for me to rip you limb from limb." Schmidt chuckled.

"I don't think so!" War Machine roared, rocketing through the air, tackling the Skull. The surprised German was slammed into the ground, shattering the earth. Despite the impact, the mad man merely grunted in pain. "Eat repulsor you piece of shit!"

 **FWAAABOOOM!**

A barrage of green light erupted from War Machines wrist, burying the skull deeper into the frozen ground. War Machine continued to shoot, bathing the area in a green glow.

"Holy shit!" Scarlet Spider hissed, watching as snow and dirt flew into the air from the explosions.

A crimson glow began to overtake the green repulsors "Rhodes!" Fury barked. A wave of red energy blasted War Machine back, sending him crashing into the snow.

"Oh Hell!" Scarlet Spider hissed, turning invisible.

The Red Skull climbed out of his crater, a grin on his deranged face. Hawkeye leveled his guns, as did Bucky, Fury, Chang and Widow.

"Aim for the face and chest!" Clint screamed. "TAKE HIM DOWN!"

The entire tundra was alight with tiny flashes as a hail of bullets pelted the Skull, crumpling into little metal pellets as they collided with his shield. "Please," Schmidt grinned. "Keep it up. I need all the practice I can get."

The man snapped his fingers, disintegrating the group's guns. Hawkeye was the first to react, drawing out his bow and four explosive arrows. "Just die already!"

The arrows struck the Skull, creating a fireball that engulfed him.

 **FWOOSSHHH!**

The flames swirled in the air, taking the form of a massive serpent before it lunged forward at the purple archer. Hawkeye leapt out of the way, letting the serpent strike the ground, melting the snow and creating a cloud of steam that began to engulf the area.

"Is that all you have?!" The Skull roared. "Is this all you have to offer me Rogers?!"

"NO!" A powerful punch struck the Skull across the face, staggering him for a second. The Nazi recovered just in time to raise his force field once more, blocking a shield strike from Captain America. "Fight me like a man!" Cap screamed, slamming his shield into the Skull's crimson barrier.

The Skull grinned. "I don't think so." A pulse of energy sent the Captain flying back. Red Skull chuckled as he lifted the man in the air with his newly acquired power. "I'll rip your bones out one by one…" he chuckled. "I'll make you beg for the sweet release of de—GUKK!"

Blood spurted from the Skull's gut as a bone-like stinger tore through his side. The Skull staggered forward, tearing himself off the spike and whirling around to see a de-cloaking Scarlet Spider. "Surprise mother-fucker!"

Scarlet Spider lunged forward, stabbing at Red Skull who dodged to the side before blocking a super-powered kick. Without the super-soldier serum or the cube, the Skull doubted his arm would still be whole after the impact he'd felt, but with the Cosmic Cube powering him, he was unbeatable.

"You need to see an attack coming for you to use that force field of yours, don't you?!" Kaine fired a blast of webbing that the Skull phased right through before a sinister grin spread on his face. Red Skull moved at an inhuman speed, faster than even Kaine could see. Next thing he knew, he was being hurled to the ground, the Skull looming over him.

"Do you know the best way to kill a Spider?" he hissed, the Cosmic Cube pulsed red. "CUT OFF THEIR LEGS!" Without warning Red Skull slammed the cube onto Kaine's left leg. In a flash of crimson light the limb exploded right above the knee, severing it from the young clone.

"GIIIIAAAAHHH!"

Hawkeye watched in horror, rage overtaking logic. "BEN!" The archer launched a barrage of arrows at the Cosmic Nazi, sneering as they merely bounced off his force field.

Red Skull smirked. "Come now, arrows?"

"GRAH!" Cap roared leaping into the air to deliver a crushing shield blow that bounced off the Skull. Red Skull raised the cube to attack but was pelted by a set of grenades from Widow and Bucky.

Hawkeye sprinted towards his downed friend pulling him up. He looked down at the stump that had once been his leg. The wound bled profusely, soaking the white snow with crimson blood.

"F-fuck!" Kaine hissed, his words barely coherent. "H-h-he blew off m-my l-l-leg…"

"Come on, kid, just hold on!" Clint barked, grabbing the teen's hand. "Don't black out!"

"That's the least he has to worry about." Red Skull sneered with a sickening grin over his face. The Cube glowed bright red.

 **BWWAAAAMMM!**

A blast of red energy erupted from the Cosmic Cube, rushing right at Hawkeye and Kaine before it was intercepted by a shield-wielding Captain America. The blast rebounded off the hero's shield, sending the beam up into the sky.

"Your fight's with me bone-head!" Cap snarled, hurling his shield at the Red Skull's face. Red Skull caught the shield with his bare hand, smirking before tossing the object aside.

"Come now, Captain, I am a god. What Hope does a puny American Jew-lover have against me, now?"

"A TRUE GOD!"

 **BRAAKOOOM!**

A massive bolt lightning erupted from the sky, striking the Red Skull with an unbridled fury, scorching the earth and shattering the ground. The Red Skull was sent tumbling through the snow, eyes burning with a red hue. "You dare?!"

Thor floated above the Skull lightning flickering off his hammer as rage filled his eyes. "I do. HAVE AT THEE!"

 **KRAAKOOM!**

* * *

 **Hello everyone. So sorry for the late update. My internet was out for most of winter break and worked picked up, so I had little time to write and little time to post anything. And now with school coming up again, I'll be pretty swamped.**

 **Sadly this isn't the end to the Red Skull arc just yet, its close! This was originally supposed to be one long chapter, but it was over 25000 words alone, so I'm splitting into two chapters, the second one will not be far behind I promise. I'm hoping to have it done by next week, and then the next chapter will come out faster, hopefully and I can get back to Spider-Man and X-Men.**

 **Next time: Chapter 5: Ghost: Finale**


	5. Chapter 5: Ghosts: Finale

**Disclaimer: I don't own any characters from marvel; all rights belong to their respective owners.**

 **Chapter 5**

 **Ghosts: Finale**

* * *

 **Alaska**

Thor hovered over the tundra, hammer spinning in his hand. "I do." He barked. His eyes roamed over the tattered team of heroes. "What have you done monster?" Thor snarled.

The Skull grinned. "What I'm about to do to you, you arrogant bra—ARGHH!" he screamed as two blasts of yellow and blue energy struck him in the back, sending him face first into the snow. The Red Skull glared up at the quickly approaching form of Iron Man and Binary rocketing across the tundra.

"Tony!" Carol barked. "Use your head and figure out a way to shut that thing off! I'll take the Skull!"

"What?! Alone?!" Tony snapped back. "He can warp reality!"

"Then think hard and fast!" Carol snapped back, rocketing off to team with Thor.

"Dammit!" Tony sneered. "Hank, is there anything in those plans, anything I missed, that we could use?"

" **Other than the power source, literally only the users imagination and knowledge. Just keep Red Skull busy, we're in route."**

"Yeah but what are you gonna do when you get here?" Tony grumbled, landing near the defeated heroes. Iron Man grabbed the downed Captain America, dragging him to his feet. "See what happens when you go AWOL? Everything goes to shit!"

"Not now, Tony!"

"Listen old man, we might have a plan! The designs Reed was given showed a problem with the Cubes power, it burns out too quickly! We need a plan to drain the Cube—"

"That wont work!" Cap snarled. "He got his hands on some magic rock or something Fury had! He's been wailing on us with that thing and we've barely held our own!"

Iron Man gave the older hero a confused look. "Magic rock?"

"GAH!" The two looked up to see Binary hurtling towards them at break-neck speed.

Iron Man frowned beneath his helmet. "Oh shit." Binary crashed into him like a rocket, slamming them both into the ground.

"DIE!" Thor screamed, slamming the Red Skull with a lightning powered Mjlonir. The weapon crashed against the Skull's shield, shattering it before colliding with the mad man. The Red Skull was sent skidding back. Slamming his hand into the ground to slow himself. He snarled in rage before lifting the Cube.

Before he could fire, a single glowing speck shot across his field of vision. "Huh?"

Wasp hovered in front of his face with a smirk. "Hi there, sicko!" Instantly, she bombarded the Nazi with a volley of Wasp Sting, causing the Skull to reel back in pain, willing another shield of energy in front of him. "Hank!" Wasp shouted.

The Skull looked up in time to see a massive foot slam down on him. Yellow Jacket's foot collided with Skull's force field, pushing the man into the ground as the tundra shook.

"Jesus!" Fury screamed while the ground around them broke apart.

Yellow Jacket pushed harder, crushing the Skull beneath his boot with all his might, hoping to pin the murderer under the ice. A crimson glow began to burn beneath the hero's foot, warning him of what was to come. "Shit!" he bellowed, rapidly shrinking as a beam of energy ripped through the air where Yellow Jacket once stood.

Hank crashed into the snow, whirling around to fire twin bolts of yellow energy from his cloves, slamming into the Skull's chest. But the madman just laughed. "That tickles doctor!" he cackled.

"His love-taps don't got shit on me!" The Red Skull turned his head into time to receive a powerhouse blow from She-Hulk. The blow sent the Nazi straight into the ground, burying him into the snow. "Like that you son of a bitch?!"

"Hehehehe…" Red Skull snickered. "Hahahahaha!" The Red Skull stood up, brushing the flakes of snow off his coat. He held the Cosmic Cube beneath his arm before starting to clap. "I give you full marks for that…but I'm a god now. Some green steroid powered cow isn't going to stop me…"

She-Hulk growled. "You did not…just call me a cow." Red Skull sneered, body aglow with crimson energy. "Okay bitch. YOU'RE DEAD!" She-Hulk leapt into the air.

Red Skull used the cube, erecting a dome of energy around his body, shielding him from the impact that She-Hulk created. She hit the field with the force of a meteor, creating a shockwave that tore across the tundra, sending plumes of snow into the air.

Binary pulled Iron Man to his feet and watched the carnage being unleashed. "He called her a cow, didn't he?"

Iron Man grunted. "I think you cracked my armor…" he mumbled.

"Really?" Binary snapped. "That's what your worried about?"

"It's expensive." Tony defended.

"Then send me the bill!" Carol barked.

"On what salary?"

"Guys!" Wasp shouted, pointing her miniature finger at the fight.

 **KRAAAKOOM!**

A bolt of lightning smashed into the dome, creating a burst of energy that ripped through the air. Thor bashed his hammer against the side of the shield, creating another burst of lightning.

"Tony!" War Machine barked, catching his armored friend's attention. "Light him up!"

"On it, Rhodey!" Iron Man replied, opening fire on the Red Skull alongside his best friend. The duo barraged the Red Skull with a volley of green and blue repulsors.

Red Skull snarled, pouring more power into the cube.

 **WWWAAAAABOOOMM!**

The dome exploded in a burst of crimson energy, sending Thor and She-Hulk flying back. Red Skull stood at the center of the crater, energy streaming off his body like flames. "You see what I can do?!" he barked.

Thor snarled at the Skull, gripping his hammer while She-Hulk roared in rage, leaping back into the fight like a crazed beast. The Red Skull grinned in anticipation for the fight, taking a blow to the jaw that should've shattered it. But he stood strong. Another gamma powered blow found his way into his stomach, staggering him for a brief moment and giving She-Hulk the chance to grab him by the collar and hurl him across the tundra.

Red Skull smashed into the snow but grinned as the ice around him piled together to create a massive golem of snow and ice. She-Hulk slammed her fist through the creature and watched as it sank through the creatures body. The golem wrapped its arms around her and seized, turning itself into a prison of ice.

"HA!" he snickered before a set of claws skewered his back. "Gruh!" he whirled around to see Black Panther glaring at him across the tundra. T'Challa smirked beneath his mask before the Skull's back exploded, sending him face first into the ground.

The Nazi scrambled to his feet before another set of claws flew through the air. Red Skull held out the cube, stopping the projectiles mid flight as they detonated.

"Use all the toys you want! They won't save you!"

"But I can!" Binary roared. Slamming into the Skull. The woman's body glowed with yellow energy before she cracked the super-villain across the jaw.

Monica Chang scrambled across the Tundra with Fury and opened fire of the Skull. The madman used the cube to shield himself from the onslaught, only to be blasted again by a yellow beam from Binary.

The Skull snarled at her before a golden blur took his attention. He pun around just in time to block a sword strike with the cube, halting Valkyrie's sneak attack. "Such detestable behavior Fraulein." The Skull sneered.

Valkyrie snarled. "I don't wanna hear that from you of all people!" she roared, breaking away from the man before slashing at him again. But this time the Skull caught the blade with his hand, smirking from the woman's reaction.

Binary rocketed into the fight, only to be swatted away by the Skull, sending her into the ground. "Carol!" Jane roared swiping at the Skull again, only for the man to dodge to the side.

 **KRAABOOOM!**

The Skull looked up to see a torrent of lightning crashing down upon him, lighting the entire tundra ablaze with white light. Thor landed near his lover just as the Red Skull emerged from the god's onslaught unscathed.

"Its over you monster!" Thor barked. But the Red Skull merely smirked.

Raising the Cosmic Cube up high, he spoke. "I think not." The weapon glowed a bright crimson, bathing Thor in its power.

Fury saw what was happening and screamed. "Thor! Get back!"

Thor had no time to react as he felt his body begin to grow and change. His muscles and bone began to warp, turning brown and hard as leaves began to sprout. He roared in pan, dropping his hammer. "GRRAAAHHHGGHH!"

"Thor!" Jane screamed as she saw her Thunder God transform into a massive oak tree, leaves jutting from the top of his head while his face froze on the surface like a woodcarving.

"Oh my god…" Chang muttered.

Captain America watched in horror as his friend was turned into a living tree in the middle of the snow. Widow stood beside him, with just as much shock her face.

Hawkeye glared at the Red Skull as he did his best to stop Kaine's bleeding leg. "That son of a bitch…"

"Gah!" Ben snarled, gripping his leg." "W-we're dead!" he cried. "F-fuck! H-h-he's gonna fucking k-kill us…gruh…!"

"No he's not!" Hawkeye snapped. "I'm not letting you die, and he's not going to kill anyone else!" the archer turned to see Cap charging towards the battle. "CAP!" he roared.

The Avenger ignored his friend as he sprinted towards the rest of the team. He was quickly overtaken though by Iron Man who rocketed past him, nearly plowing through him had Steve not leapt to the side.

Iron man rocketed towards the Red Skull at his top speed, slamming the super-villain at Mach 2.

 **FWAAABOOOM!  
**

The two men crashed through the tundra as Iron man began to pummel the Red Skull with his armored fists. "You sick son of bitch!" He screamed, cracking the Skull across the face. "You killed him!" Another blow followed until Iron Man raised his hand, priming his wrist-mounted repulsor. "YOU KILLED THOR!"

 **BAABOOM!**

A flash of blue erupted from the tip of Iron Man's cannon, blasting the Skull in the face. The man's face was now smoking, his hand still gripping the cube. "Heheha…haha…" he cackled before another repulsor hit him in the face.

"Change him back!" Tony roared. "Change him back now goddammit!"

The Skull grinned before slamming the cube into Iron Man's chest. "You do not issue orders to a god, Stark!" another flash of light erupted from the cube, tearing apart Iron Man's armor and flinging him back across the snow.

"GAAH!" Tony looked up at the Skull though his cracked helmet. The man loomed over him with a sinister grin.

"I've always wanted to kill a Stark…" he snickered.

"Not today!" War Machine roared, slamming his fist into the Skull's face, smashing him into the ground. The man snarled in rage, blasting the hero back with a burst of energy.

Hawkeye watched as his team was beaten down by the Red Skull. Hawkeye snarled before pulling out his bow. "We need our big gun back." He muttered loading an arrow onto his weapon, he aimed the weapon and released, launching an arrow at She-Hulk.

The arrow struck home, exploding in a shower of sparks and ice. She-Hulk snarled as she fell to a knee, shaking off her initial confusion form her frozen prison when she saw the Red Skull tearing off War Machines chest armor. "Grrr…" she growled.

"Graah!" War Machine roared, firing off his weapons like no tomorrow. Red Skull laughed as the attacks phased through his body. War Machine took a swing at the man only for his arm to shatter when it impacted. "ARG!"

The Skull lifted the hero into the air with the cube's power spreading him out like an X. "This cube has shown me so much…its opened my mind…I can see much more than most…" he spoke. "I know what lies beneath your armor." He whispered. Rhodey's eyes widened in fear as the Skull's grin spread.

"No…" Tony murmured.

Red Skull willed the cube to do as he desired. "Let's see the man behind the armor."

Tony screamed he watched his friend being torn apart. "NOOOO!"

But it was too late. Red Skull tore the armor off of Rhodey's flesh, tearing apart his body and the cybernetics that held it togetehr, separating flesh from metal until all that remained was a bloodied form of what was once James Rhodes.

"RHODEY!" Tony screamed, scrambling off the ground to aid his friend. The Red Skull smirked, blasting the man into the ground while dropping Rhodes' limp form into the snow. The Red Skull marched upon the downed Stark who blasted the man with a full powered repulsor beam. But the Skull walked through it as if it wasn't there. He delivered a vicious kick to Iron Man's chest, shattering what remained of the armor under his cosmic powered strength.

"Your filthy friend there will receive no aid today. He will die like a sick dog in the middle of nowhere and be forgotten. Just like the rest of you."

"I DON'T THINK SO!" She-Hulk screamed, slamming into the ground before delivering a powerhouse punch to the Skull's head, socking him into the ground.

Binary shook her head, clearing the snow off her face before she laid eyes on the fight happening in the snow. Her eyes fell on the now tree-like Thor. "That MOTHERFUCKER!" she screamed, rocketing off the ground and towards the Red Skull.

Red Skull smashed the cube into She-Hulks gut, winding her before she could retaliate. Before the Skull could strike, he was slammed by a yellow rocket, sending him hurtling across the tundra.

Binary smashed the Skull face-first into the snow, bombarding him with a barrage of yellow lasers. She lifted the man by the head, prepared to fire a photon beam point blank through the man's face.

The Skull was faster, in the blink of an eye he slammed the cube into her stomach before lifting her into the air. "A quick death is to good for you!" Skull cackled. "An Aryan fighting for the lives of lesser men…revolting!" The Skull's body pulsed with a crimson glow before slamming Carol in the stomach, sending her hurtling through the sky, far out of sight.

Wasp and Yellowjacket watched in horror as the fight unfolded before their eyes. "Oh my god…" Wasp muttered. "He just knocked her into space…"

"Grah!" She-Hulk screamed, slamming the madman into the ground before smashing her hand into the ground as the Skull dodged. She-Hulk caught the man by the ankle and hurled him into the air, bringing him down into the snow.

"OOF!" Skull grunted before he was struck in the stomach by the jade-giantess. She-Hulk continued to pummel the man into the snow. Sending plumes of ice into the air with each blow. The Skull snickered as blood pooled from his bruised and battered face. "Enjoying yourself?"

She-Hulk snarled, reeling her fist back. "RAAAHH!"

"Because I am." She-Hulk spun around to see the Red Skull standing behind her with a menacing grin. He raised the cosmic cube and began pelting her with a volley of red bolts.

She-Hulk snarled in pain before swatting aside the Skull, sending him into the snow.

"Is that the best you can do, you brainless whore?"

She-Hulk once again spun around to see the Red Skull charging towards her, his body growing in height until he towered over her by 60-feet. The giant slammed his foot down upon the giantess, crushing her beneath his foot. Jennifer snarled, pushing back against the boot until she shoved her oppressor back.

The giant was staggered for the moment and She-Hulk took this time to launch herself into the air at breakneck speed, tackling the giant by the jaw.

Tony looked on in horror at the scene before him. "Jen! STOP!" he screamed as the female Hulk slammed the giant into the ground before bashing the man's head into the ground.

"She's gonna kill him!" Widow screamed as she dashed towards the rampaging Hulk alongside Captain America.

"Jen! Stop!" Steve screamed, hurling his shield at the woman's head.

The weapon collided with her skull, causing her to pause for a moment to glare at the speeding image of Cap. "What are you doing?!" she roared. "Isn't this what you wanted?!"

"No you idiot!" Tony screamed. "Look at what your doing Jen! THAT'S HANK!"

She-Hulk looked back at the giant in horror, but instead of the sneering image of the Red Skull, she saw the beaten head of Yellow Jacket. The hero's mask was torn and his red goggles were cracked open. The jade giantess turned around to see the two previous Skulls she had defeated were an unconscious Wasp and a beaten and bloodied Black Panther.

"No…" she cried.

"How tragic." The Red Skull snickered from behind the She-Hulk. Cap gave the man no warning before hurling his shield at the man. The Skull smirked, catching the weapon in his hand like it was a Frisbee. The Nazi glared at the weapon in his hand, a hatred glowing in his eyes and his body burned with cosmic energy.

"This weapon…" he hissed. "This is everything I hate about your Rogers. Unyielding, unbreakable…invincible." Red Skull sneered at his archenemy, hatred burning in his crimson eyes. "But no more."

Red Skull lifted the shield into the air before slamming the Cosmic Cube into it.

 **KRRRSSSHH!**

Red energy coursed through the shield, shattering the once indestructible weapon into a dozen pieces as the Avengers watched in shock.

Red Skull looked at his work in glee. He lifted the Cosmic Cube high into the air, releasing a flood of crimson energy, bathing the area in an aurora borealis of red light.

"GRAAH!" She-Hulk screamed, leaping into the air before slamming the Skull into the ground. The Red Skull snarled before slamming the cube into the heroine's face, bloodying her lip. The blow staggered She-Hulk, giving the Skull time to blast her back with a beam of crimson energy.

"JEN!" Valkyrie yelled leaping at the Skull with a sword slash that the man deflected with a hand. The mortal-turned-Asgardian slashed at the man again, striking him across the chest, but only succeeding in slashing his coat apart.

"HAHAHAHA!" the Skull cackled, unleashing blast of energy that sent the hero flying back. The woman crashed into the snow, using her sword to brace herself. Before she could counter-attack, two massive golems of snow burst from the snow to attack her.

Valkyrie slashed one of the creatures in half, watching as its upper-torso tumbled back. She rolled to the side to avoid a swipe from the second attacker and cleaved its leg off. She drove her sword through the back of the monster's stomach.

Instead of keeling over or crumbling, the snow creature's body inverted so it was now facing the startled warrior. The snow-monster slammed its fist into Valkyrie sending the woman back towards the corpse of the first monster. The ice creature sprung to life, pinning the woman to the ground.

A flurry of bullets found their way into the bodies of the ice-golems. Black Widow made a mad dash towards the beasts, firing her weapons and watching as they took them head on. The monsters swung their fists at the agile assassin who ducked under the attack, lodging a grenade in its leg before pulling the pin.

The golem's body was blown apart by the force of the explosion. Widow used the flash as cover for her to leap onto the face of the last golem and peppered it with a full clip of thermal ammunition.

The Red Skull aimed the cube at the nimble assassin and unleashed a burst of crimson energy. The blast would've hit Widow had the Skull's aim not been interrupted by an enraged Captain America.

"NO MORE YOU BASTARD!" Steve roared, hammering the Skull's face. The fists did nothing against the Skull who merely smirked as the blows pounded him.

"Dumb American fists won't kill me now Captain." Red Skull laughed. "If I can take a hit from your green-skinned whore, what hope do you have?"

"I'll KILL YOU!" Captain America screamed. Red Skull sneered, whacking the man off of him. Cap crashed into the ground with the Skull aiming the cube at him.

"I'm tired of you now, Rogers. Goodbye."

 **FWAABOOM!**

An explosion erupted around the Skull, stealing his attention. The Nazi turned to see Fury and Chang bombarding him with a volley of grenades and explosive rounds.

"Keep hittin' him Monica!" Fury roared.

As the two former agents of SHIELD continued to bombard the Nazi, Bucky sprinted across the tundra to his downed friend. He grabbed the hero and pulled him to his feet. "Get up Steve we need a plan!"

"Plan?" Cap grumbled. "That cube is a fucking WMD that I know nothing about! Our science guys are down along with half the team…"

Bucky grabbed his friend by the collar. "Don't you start throwing yourself a pity party old man!"

"A WMD he still holding and…he's still holding it." Steve muttered. He turned to Bucky with a look the younger man knew all too well. "He still hasn't dropped the cube, it's never left its hand, has it?"

The Winter Soldier glanced back at the battle to see the Skull still wielding the cube, using it to block the volley of explosives being lobbed at him.

"No. He hasn't."

Cap brushed the snow and ice off his shoulder before taking Bucky's sidearm. "This whole time we've been trying to kill him, and the Avengers were trying to figure out a way to drain the cube of its power, but that's all it is, power, it's a weapon, and like all weapons, it needs someone to pull the trigger."

"We take the weapon—"

"We take him. Buy me a minute Buck, I need to see a genius."

 **KABOOOM!**

Red Skull snickered like a child in a candy store. The explosions raining around him did nothing. He strode forward, ignoring the intense heat and force from the blasts had no affect on him. The glowing cube in his hand fired off a volley of crimson arrows, sending the two agents leaping in opposite directions before the weapons could skewer them.

Tony coughed up blood as he crawled towards his bloody friend lying naked in the freezing snow. "Rhodey…!" he croaked, dragging himself closer to his friend. "Come on pal, stay with me!" he cried.

"Tony!" Steve called out, sprinting towards his ally.

"Cap! I-I need to stabilize him! M-maybe a force-field cauterization…thermal insulation to stop frost bite…" Tony began to mumble."

"Tony, listen to me!" Cap snapped, grabbing him by the shoulder. "I'll help Rhodey when I can, but we need to get the Cube away from Skull!"

"What?" Tony muttered.

Cap gave him a sharp look. "I need your arm."

"HAHAHAHA!" Red Skull cackled, firing off another beam of energy the swept across the tundra, blasting She-Hulk back while Valkyrie defended with the flat of her sword.

Hawkeye watched the ensuing fight as he finished sealing Kaine's leg with a torch-arrow. "Dammit, this is going to be a blood bath." The archer taped his earpiece, keying it to the signal of the Avengers. "Avengers, you need to fall back and regroup! Someone shrink Hank, and grab Wasp and Panther!"

" **Busy here Clint!"** Widow snapped back.

"Keep him busy!" Bucky snapped. Charging towards the heroes. "Cap's forming a plan and we need to keep the Skull occupied!"

" **That's gonna be hard!"** Hawkeye barked. " **I don't know if you've noticed, but he's kicking our team's collective asses!"**

"Just pepper him until Cap's readied!" Winter Soldier snarled. He dashed towards the Skull, shooting the man in the back with his rifle. The bullets pelted the man but did nothing to stop him.

The Skull turned his head and smiled with that twisted grin of his that Bucky despised. "Barnes…here to die again?"

"No! I'm here to kill you!" He shouted, firing off a grenade from his weapon. The Skull caught the projectile before crushing it, relishing the feeling of power he felt when he trapped the in his hand, containing it in a sphere of fire before squashing it, extinguishing the flames.

"You're all wasting your time here." He muttered, keeping the cube under an arm. "You can't win. I've killed your god, crippled your Iron Men, and have bested your Hulk. You have no chance against me. What possible hope…do you have left?"

Bucky snarled before a shadow fell over the ground. Bucky glanced up and his eyes widened. "Fall back!" he screamed, sprinting away from the Skull.

"That's right, Barnes, Run!" Red Skull cackled. "Run! All of you…" he muttered upon seeing She-Hulk grab Widow and Valkyrie before she took a massive leap. The Skull's mind processed this faster than most could. He'd meant it as joke, having the team flee from him. He knew little of these other heroes, but he knew Barnes wouldn't flee unless he had a good reason.

Red Skull felt the impact before he heard the sound.

 **BANG!**

The Man staggered forward upon feeling a powerful blow strike him in the back. He grunted before seeing the massive shadow over the tundra. He spun around in time to see a SHIELD helicarrier armed with dozens of bow-mounted cannons and long-range guns aimed at him.

* * *

 **SHIELD Helicarrier**

Marvin Flumm glared at the Red Skull from his command post inside the ship. "First long-range shell has impacted!" an operator shouted from below the Director of SHIELD. "No visible damage!"

"His power output is increasing exponentially." Gregory Stark muttered. "Guns won't do much at this point."

Flumm ignored the man. "All guns fire! Launch missile salvo **A** through **D**! I want him wiped off the map!"

"Sir! Multiple human and super-human combatants are in the saturation field!"

"The order stands!" Flumm barked. "FIRE!"

* * *

 **BABABABABABBBBOOOOOMMMM!**

A swarm of bullets and missiles launched from the bow of the floating fortress before descending on the tundra like a cloud of arrows. Nick Fury and Monica Chang sprinted across the battlefield, trying to get clear of the lunging payload before they were swept off their feet by a speeding blur.

At the same time, the bodies of Yellowjacket, Panther, Wasp and even the Thor-turned tree glowed with a bright pink light before disappearing, allowing the barrage of missiles to detonate upon the Skull.

"BUCKY! NATASHA!" Cap screamed.

"Relax old man." A younger voice called out. Cap spun around to see all the avengers, public and secret assembled behind him. In front of them stood the mutant duo of Quicksilver and the Scarlet Witch. Pietro smirked. "I got everyone who was still conscious out of the line of fire."

"And I teleported everyone else here." Wanda added. "Including Sam and my dad." She added before glaring at Cap. "Why is he here by the way?"

"We needed him to break Cap out." Bucky muttered, shaking off the feeling of whiplash he had gained from Quicksilver's rescue. "And we could use him now…"

"NO!" both mutants shouted. Bucky glanced at Cap to see him wearing the right arm of Iron Man's suit while the armored Avenger wrapped a bloody Rhodes in a force field. The Avenger watched as a barrage of missiles continued to pelt the Skull who was now retaliating with a volley of red lasers bursting from the cube.

* * *

The Helicarrier took several blasts head on, blocking them with a green force field before the final laser tore through the shield and through the hull. The entire vessel shook as fires began to erupt throughout the lower levels.

"Damage report!" Flumm screamed.

"Lower levels are completely gone and fires are spreading from E-Deck to B!"

"Prime the Ancile Railguns!" Gregory barked. "We take another hit we'll drop like a stone!"

"Shield status?" Flumm barked.

"Shields are at critical levels. Max output is 23% at best!"

Flumm slammed his hand against his computer screen, gritting his teeth in rage. "Status of the other helicarriers?"

"In route!"

Gregory glared at the monitors in front of him. "That's still 20 minutes, even at their top speed. Railgun status!"

"Railguns charged at 67%, Dr. Stark!"

Flumm glared at his monitor, seething in rage as he saw the Skull cackling like a deranged animal. "Deploy the Cape-Killers! Use the Railguns for cover fire!"

"Mandriods are prepped for deployment." Gregory added. Flumm nodded at the man. Gregory tapped his tablet, activating the launch sequence for his modified mechs.

* * *

The massive cannons on the underside of the floating ship swiveled so they were pointed at the Red Skull before firing off bursts of blue energy.

 **BZZAAP! BZZZAAAPP!**

The bolt's struck the Skull at full force, crashing against his force field. The resulting shockwave tore across the tundra, sending snow flying into the air like clouds in the sky.

"Guns or lightning…" Red Skull chuckled. "They're little more than a nuisance to me now." The Skull powered up another shot from his cube before a hail of bullets and lasers bombarded his shield, obscuring the sight of the helicarrier.

In front of the Skull now stood over a dozen SHIELD agents decked in grey and blue armor with the SHIELD logo emblazoned on their shoulders (Cape Killer Armor). The soldiers carried various weapons ranging from high-powered rocket launchers and massive machine guns. Behind the armored troops stood six 4-meter tall blue Mandroids with a SHIELD logo.

The machines raised their arms, revealing several multi-barreled cannons pulsating with blue energy. Several rockets revealed themselves from the mechs' shoulders before an array of targeting dots covered the Skull.

The Lead soldier primed his weapon before barking. "FIRE!"

A hail of blue laser fire bombarded the Skull, pelting his shield with explosives and bullets. The Red Skull snickered before slamming the cube into the ground, creating a pulse of energy that ripped through the area, throwing the soldiers and mechs into the snow.

The soldiers rolled to their feet before one fired off a rocket from his weapon, watching as it crashed against the Nazi's shield. The Red Skull smirked before pointing the cube at the man. Instantly, the soldier's body seized up before his bone began to crack and twist. His head spun a full 360 degrees around, tearing the muscles of his neck, spilling a geyser of blood onto his fellow soldiers.

"NO!" Cap roared as the Skull turned a mandroid into glass before shattering both it and its pilot into a thousand pieces. The second machine lunged at him, swinging its fist while firing its lasers. The Skull smirked, allowing the attack to hit him head on, shattering the mechs arm. Red Skull grabbed the mech by the chest and hurled through the sky, sending the machine flying into the sky before it crashed into the snow.

The deranged madman turned his attention back to the rest of the soldier before a punch collided with his jaw, staggering him. Before he could react another smashed into what remained of his nose. The man stumbled back catching Quicksilver's next blow in his hand. Skull smirked before bending the mutant's wrist back, snapping it.

"GIIIAAHH!" Pietro screamed.

"PIETRO!" Wanda wailed.

Red Skull aimed the cube at the mutant's head, preparing to blow it clean off, when the ground beneath them began to shake. The ice around the two cracked as metal tore through the ice like a submarine rising to the surface freeing Quicksilver from the man's grasp.

What was once the underground tunnel to AIM's secret base was transformed into a massive snake-like monstrosity of twisted metal and broken concrete. The Avengers turned their heads to see Magneto glaring at the Skull from his position on one knee, metal helmet enclosed around his head. "I will not let you kill anymore of my family!" he roared, willing the metal serpent forward.

Red Skull wasted no time in swatting the metal beast aside, letting it tear through the ice before he summoned an entire platoon of Nazi soldiers. The soldier raised their guns and Magneto tried to grip them with his powers but felt no metal on them.

A hail of gunfire erupted from the Nazi platoon, only to be blocked by a crimson shield from the Scarlet Witch. Ripples of energy spread across the crimson barrier as Wanda struggled to keep her defenses up.

The Nazi platoon shimmered for a moment, replacing the gunner with Nazis wielding panzerfausts. The constructs fired off their weapons, bombarding Wanda's shield with cosmically enhanced weapons. Magneto willed his metal serpent into the heart of the squad, crushing them beneath the weapons massive weight.

The serpent coiled back around so it's metal jaw loomed towards the Skull. The snake shot forward, only for the Skull to blast the serpent away with a crimson beam.

"Perhaps my old memories won't suffice." Red Skull mused. "Maybe I need something more modern…" His eyes turned towards She-Hulk before a devious grin spread across his face. "Let's run a little experiment…" he chuckled.

The Cosmic cube burned even brighter before a humanoid shape took form in the snow. The creature slowly took shape, its massive muscles covered in bulging grey flesh. The Avengers looked on in horror as the massive visage of the Grey Hulk lumbered into view, green eyes alight with rage. The imitation snarled as it eyed the Avengers with a primal stare. " _Hulk hungry…"_

"Oh shit." Monica muttered.

* * *

 **SWORD Orbital Command, The Peak**

Abigal Brand scrambled her forces while they continued to monitor the situation on Earth. SHIELD had engaged the enemy with the main Helicarrier while numerous other carriers were being re-tasked to the area for additional support.

"What's the status of those on the ground?" Brand commanded.

"Ma'am, energy spikes are increasing exponentially by the minute!" a tech shouted.

Brand grumbled a curse under her breath before turning to her second in command. "Sydren, give me some good news." The dragon-like alien turned to his commander before giving her an answer.

"Agent Powell will entering Earth's space in a matter of minutes. And Agent Hart has only an hour left in the Zero-Room before we can deploy him."

"Everybody will be dead in that time." Brand hissed, rubbing her brow.

"Ma'am, Massive energy spike!"

Brand looked up. "On Earth?"

"Negative! Off the starboard bow of the Peak!"

The entire room turned to the main monitor to see a single glowing object floating through space, teetering on the edge of Earth's atmosphere. "Zoom in!" Brand barked. Her operative complied, enhancing the picture until the screen displayed a humanoid figure floating unaided in the vacuum of space. The woman's body glowed with a pulsating yellow light.

The bridge was silent until a tech asked the question on everyone's mind. "Ma'am, what is that?"

Brand hesitated before speaking. "Not what, Who? And that person out there is Carol Danvers."

Binary floated through the cold of space unconscious, bathing in the sun's light as it rose over the surface of the Earth. The woman's finger twitched as she felt its warmth washing over her. Her eyes slowly opened while her very cells came alive with the solar energy.

Abigal Brand watched as the floating figure glowed bright with solar energy before she rocketed off towards the planet's surface. "Patch me into the armory, and then to the brig tell them to get our 'guest' ready." She commanded.

"Ma'am?"

"We still got one alien combatant on the ship."

Sydren turned to his commander. "You think Noh Varr will aid usss?"

"If we can detect this type of energy signature, other races in the universe can. That means his race will be able to see it. And they'll come right here for it."

* * *

 **Earth, Alaska**

" _HULK SMASH!"_

 **FAABOOM!**

The Thunderclap sent the assembled heroes flying back, slamming them into the snow like rag-dolls. Captain America glared up at the grey monstrosities with hatred in his eyes while the Skull hovered in the air, a crimson aura surrounding him.

The few SHIELD soldiers left opened fire on the brute with their weapons, peppering his skin with bullets and explosions. But the monster shrugged off the attacks and leapt forward, crashing into the group before swatting a man aside. He grabbed another soldier before tearing him in half.

Blood flew through the air, showering the remaining soldiers in their comrade's blood. "NO!" Cap roared, firing off a repulsor from his new gauntlet. The blue laser struck the beast in the face, searing its face off before it snarled in rage at the hero.

" _HULK CRUSH BLUE MAN!"_ he screamed, leaping towards the hero. Before the Grey Hulk could land, a powerhouse blow to the face struck the creature in the jaw, knocking it off balance entirely. The Hulk crashed into the snow before a green foot kicked his jaw in.

She-Hulk snarled down at the fake construct before slamming her hand through its chest. "Fake Hulks are just so insulting!" she roared. Another blow fractured the Grey Hulk's jaw, spilling black blood onto the snow. The beast looked up in time to receive a sword through the head from Valkyrie.

The Red Skull sneered before the Grey Hulk's body melted, sliding away from Valkyrie and She-Hulk before reforming in front of them. The creature opened its mouth to roar but was met by a blue laser slamming through the back of its head.

The construct stumbled backwards before an explosion erupted from the back of its knee, knocking it off balance.

Monica Chang sprinted around the beast while Nick Fury pelted its hide with bullets. "Someone put this motherfucker down already!"

Hawkeye watched the battle while many of the Avengers remained unconscious or injured. "This is gonna be Manhattan all over again…" he growled as he watched the Grey Hulk swatting Valkyrie aside before being tackled by She-Hulk.

Captain America sprinted towards the Red Skull, blasting him with a beam. The blast smashed against the crimson energy that surrounded him and he smirked. "Really Captain?"

"Clint! Now!"

The Skull's attention was stolen by a volley of explosive arrows bombarding him in fire and smoke. The heat of the bombs did little to him before a rocket launched towards his body. Skull caught the weapons in his hand, eyes drifting to Black Widow who was holding a rocket launcher. "Shit." She muttered.

Hawkeye's eyes widened, "Cap duck!" the Avenger heeded the man's advice, ducking beneath She-Hulk as she was sent flying through the air. The jade-Giantess smashed into the ground as the Grey Hulk took a sword to the chest, courtesy of Valkyrie.

" _HULK NO LIKE SWORD!"_ he roared, swatting her aside. The grey brute grabbed the Valkyrie by the scalp, lifting her into the air with one hand. " _Hulk like pretty girl…"_ it growled.

"JANE!" Clint barked, readying another arrow. His aim was stopped however when a burst of yellow light ripped through the sky, smashing into the grey Hulk with the force of a meteor. A flash of yellow light encompassed the area before a shockwave knocked everyone to the ground. Even the cosmically powered Skull was struck down.

* * *

The Helicarrier felt the shockwave rock the ship, nearly knocking the damaged vessel out of the sky. "What the Hell was that?!" Flumm barked out.

"Danvers." Gregory replied.

* * *

Binary rose from the ground, dragging Valkyrie out of the crater in one hand, and the charred corpse of the grey hulk in another. She glared at the monster before channeling more of her energy into the brute, vaporizing it from the inside out.

She helped Jane onto her feet before glaring at the Red Skull. "Okay asshole, let me pay you back for that sucker-punch!" without warming she rocketed off the ground, slamming into the Skull with a punch to the face, knocking the cosmic powered Nazi off his feet before he was slammed into the ground, shattering the icy foundation.

Binary gave him no quarter as she pummeled him into the snow, her blows charged with her photon energy, discharging blast after blast of energy with each blow.

"Jesus!" Nick muttered as the shockwaves rippled across the tundra. Out of the corner of his eye he saw Captain America sprinting towards the pair, charging Iron Man's repulsor cannon. "CAP!" he barked.

Monica saw the captain charging into the fight and sneered. "Old bastards gonna get himself killed!"

"No." Bucky replied, reloading his weapon. "We're going to cover him while he gets the cube away from the Skull! So on my mar, light him up!"

Monica cocked her gun, seeing she had about half a clip left. "I don't take orders from you."

"But its Caps plan." Nick muttered. "So it just might work."

* * *

 **SWORD Orbital Command, The Peak**

"Keep your distance everyone, we are moving prisoner KR-Beta to the hangar. All agents keep a minimum of 6-feet between yourselves and the prisoner." One of the mechanized guards said as he and three other armored guards marched a young man with white hair through the halls of the Peak. The man was shackled with adamantium cuffs engulfing the entirety of his hands and lower arms. A neuro-shock collar was fitted around his neck, connected to four five-foot long poles, each held by a guard.

Abigal Bran stood at the helm of the hangar, awaiting the arrival of her prisoner and last resort. The guards brought the man up to their commanding officer as she looked out the hangar-bay's main window.

"Noh-Varr." She said.

"Commander Brand." The man spat back.

"We have a situation." She replied simply.

"What makes you think I care?"

"It's a cosmic level threat."

"Doubtful." Noh-Varr muttered. "Whatever problem you think you have, I doubt it's a cosmic threat."

"True." Brand replied. "At the moment its escalating to a planetary threat. And then it'll be cosmic."

Noh-Varr simply stared at her with a bored expression. "As I've said repeatedly, doubtful." Brand glanced at the man. "You're human technology has barely gotten you off planet, what possible threat could be interested in this backwater place as to make itself a cosmic anomaly—"

"Ever hear of a Cosmic Cube?" The alien fell silent. "Thought that'd shut you up." The Commander of SWORD turned to fully face her prisoner before holding up a briefcase in her hands. "Here's the situation. We have a power-mad-sociopath running rampant on Earth with a cosmic weapon. After he rips this planet apart other will follow. And if word ever got out that a Cosmic Cube was in this part of the galaxy, every race would flock to try and contain or eliminate this 'backwater' galaxy and would be met with a power they wouldn't be able to stop. Including your beloved Kree Empire."

Noh-Varr remained silent. Brand gestured for a female agent to walk forward holding an injection gun. The agent jammed the weapon into the alien's nose and pulled the trigger.

"GRAAH!" Noh-Varr hissed as the injection rocketed up his nostril and into his brain. "GAH!' he staggered, the guards keeping him supported by the neck. Blood dripped from his nose as he glared daggers at Brand. "What did you just do to me?!"

Brand held up a pill-shaped device barely the size of a pea. "This is our insurance policy. A micro-bomb implant with enough explosive power to blow up a car. It's now lodged in your skull. You try anything, try to escape, try to kill me or anyone onboard this station, and you're dead."

"WHY?" the alien snarled.

Brand sighed. "Because we're out of options." The green haired commander popped open the briefcase to reveal a pair of golden gauntlets with a green sphere embedded in the middle of them. "I need you to help save the planet."

* * *

 **Earth, Alaska**

"HURRAAH!" Carol screamed, blasting the Skull in the face. The Man sneered before a burst of crimson energy erupted from his face, blasting Binary off of him. The man struggled to his feet before an armored fist collided with his jaw, staggering him.

Red Skull blocked the next attack, catching Captain America's metal-clad arm in his hand. Before the Skull could even speak, the arm fired off a burst of blue energy into his face. Cap grabbed the Cosmic Cube, trying to wrench it from the Skull's grasp.

"NO!" Skull screamed as he felt the Avenger wrestling the cube from his grip. "IT'S MINE! MINE ALONE ROGERS!"

"FUCK OFF!" Cap roared back, firing off a burst of repulsor energy into his face. The Skull barely felt it as he tried to will the Cube to activate. But no action occurred. "That's not going to work, you bastard!" Steve barked, head-butting the Nazi.

The impact stunned the man as he recoiled from the sudden pain. "HOW?!" he wailed, confused on how the man was able to wound him.

"The cube is a weapon!" Steve screamed, kneeing the Skull in the groin, winding the man. "It doesn't have a mind of its own!" The Skull struggled to keep the cube in his hand but felt his grip slipping. "That means when two people hold this damn thing, it can't make a fucking decision!" A vicious head-butt staggered the Skull again, but this time he retaliated with an elbow to the jaw.

"THEN THERE CAN ONLY BE ONE!" Red Skull roared, throwing a fist at the Captain. Steve caught the blow, only for the Skull to knee him in the groin, dropping him to a knee. "IT CHOSE ME ROGERS!" he screamed, striking the hero across the jaw. "NOT YOU! MEEE!"

 **POP! POP! POP!**

A volley of bullets struck the Skull in his chest, knocking him off balance. Schmidt glared up at the Winter Soldier who readied another shot. "NO!" Skull roared, kneeing Captain America in the jaw, knocking him off. The Skull raised the Cube as it glowed red with energy.

A crimson aura wrapped itself around Bucky, restricting his arms as his rifle was torn apart. The Winter Soldier was lifted into the air as the Red Skull raised the Cosmic Cube, leveling it at his wartime enemy. "Goodbye Barnes."

"NO!" Cap roared, tackling the Skull, throwing off his aim right as a beam of red energy tore through the sky slicing off Bucky's mechanical arm.

"GIAAH!"

"BUCKY!" Cap screamed. The Skull socked the distracted man in the jaw before an arrow found its way into his jaw, exploding in a shower of sparks and metal.

"Grah…" the Skull hissed as smoke billowed out of his jaw. He laid eyes on the archer and grinned. He held up the cube as it glowed bright red.

Hawkeye loaded another arrow onto his bow and took aim. "Okay, I'm gonna ventilate this creep!"

"Why daddy?"

Hawkeye's blood ran cold as he heard the voice. He spun around to see a sight that filled his heart with dread. Standing before the purple archer was a young boy with blonde hair looking up at him with pleading eyes.

"Why daddy?" Barney Barton cried. Hawkeye looked at his son in horror as the boy began to cry. "Why'd you let me die?"

Kaine watched as the boy's tears turned to blood. A bullet hole formed in the boy's forehead. "C-Clint…we both know…" Kaine hissed, gripping his leg. "We both know it's not real!"

"Barney…" Hawkeye muttered.

"Clint!" Kaine barked.

"NO!" Hawkeye roared, drawing his weapon on the apparition of his son. "You're not Barney! YOU'RE NOT MY SON!"

"How could you?" The duo spun around to see another figure standing in the snow, a little blonde girl in her arms.

"Who the Hell is-?"

"Laura?" Clint cried as he saw his dead wife and the child in her arms. "Nicole…"

"Don't point that at my son…" Laura whispered. "Clint stop pointing that weapon at our son!"

"IT'S NOT MY SON!" Clint screamed turning his weapon on the apparition of his wife and daughter. "YOU'RE NOT MY FAMILY!" Hawkeye retrained his weapon on the Red Skull.

"GET OUT OF MY HEAD!" he screamed. He let the arrows fly, bombarding the Skull with a volley of explosive tipped arrows. The fire engulfed the Skull but did little to deter him.

"The mind games have only just begun." Red Skull snickered.

 **POP! POP!**

Two bullets collided the Red Skull's head, drawing his attention to Monica Chang who hurled a grenade at his feet. The Skull sighed before stepping on the explosive, trapping the ensuing explosion beneath his foot. "Little toys and utility belt won't save you from me, Mrs. Chang."

Monica continued to pepper him with rounds before another grenade exploded on Skulls back. The Skull blasted Nick Fury back with a wave of crimson energy, sending him toppling into the snow. "Be patient Nicholas. I'll be with you shortly." He turned his gaze back to Chang and raised the cube aloft. "As for you Mrs. Chang, let's have some fun."

Instantly the world around Chang shifted from a snowy tundra to a dark and hot room filled with numerous types of weapons and surgical tools. A set of large men dressed in military fatigues stood over her.

Chang tried to draw her weapons but found she was completely unarmed and even her impact suit was gone, leaving her in a pair of SHIELD military fatigues.

"Remember this place?" Chang spun around to see the Red Skull standing behind her. "Bosinia. Four years ago. One year before Nick Fury became head of SHIELD. And a terrible time to be an undercover SHIELD agent alone in Bosnia with her cover blown."

Chang had no time to respond before a fist to the head knocked her down. "Guh!" she grunted as her face hit the dirt floor. She tried to stand but was struck in the back by a boot before the men pinned her down, easily subduing the struggling woman.

"I believe these men were interrogating you under torture for a week." Another boot collided with Chang's face, drawing blood. "It must've been horrific." The Skull stepped in front of one of the walls, patting it slightly. "If I'm reading your mind correctly, I do believe that this is the same room in which you met your ex-husband in. He burst right through this wall with Hawkeye and rescued you, right?" Another fist collided with Chang. "Maybe I'll leave that part out."

An explosion caught Red Skull by the side. The Nazi turned to Fury who fired off another grenade from his rifle. Skull caught the weapon in his hand. "A grenade will do no more against me than your gu—" a beam of yellow energy zapped the grenade.

 **KABOOM!**

Skull shrugged off the flames and stepped towards Binary. The woman's cowl was gone, showing her disheveled hair and bloodied lip. "We're not done asshole."

"Not by a long shot!" She-Hulk snapped, dragging herself out of the snow.

"Well then," Red Skull snickered. "Shall we continue?"

* * *

 **SHIELD Helicarrier**

"Pull back our forces." Flumm demanded. The techs immediately began to call back their forces while Gregory ran calculations in his head.

"We're resorting to our Nuclear option, aren't we?"

"You're the genius Stark." Flumm replied. "Unless you have any other ideas on how to kill this son of a bitch then dropping a tactical nuke on his ass is the best and only option we have left."

"Sir!" an operative shouted from his position beneath Flumm's command chair. "The Avengers are still fighting, should we withhold the nuclear strike?"

"No." Flumm declared. "Reroute all Helicarriers away from this site and prepare the missile. Get us out of here."

* * *

"GRAAH!" Bucky roared. Captain America pulled his friend away from the fight and back towards Widow. The red-haired spy saw the damage to the former assassin and immediately grabbed her med-kit.

"Damn!" Widow muttered, getting to work on the wound. "Steve he's lucky the Skull didn't tear into his flesh otherwise I wouldn't have been able to treat this at all…"

"Forgive me if I don't dance at that news, Nat!" Steve hissed, turning his head back to the carnage.

She-Hulk slammed into the Red Skull only to be flung aside. The Nazi next blocked a sword strike from Valkyrie before kicking the woman in the stomach and kneeing her in the head.

Binary blasted the man while Wanda bombarded him with hex spheres, forcing the Red Skull to defend himself with a dome of crimson energy. Magneto willed the shattered remains of Iron Man and War Machine's armor, twisting the scraps into jagged shards. In an instant, the shards rained down on the skull like a thousand daggers.

The weapons crashed against the Skull's shield like glass, making the madman smirk.

* * *

 **SHIELD Helicarrier**

Flumm and Stark watched as the battle continued to rage on the frozen landscape below. "Say what you want about them, Marvin, but you have to admit, they're doing a marvelous job of keeping the Red Skull occupied."

"As long as they keep his attention on the ground we might just pull this off. How much longer until the nuclear salvo is ready?" Flumm asked.

"T-Minus 4 minutes and counting sir."

"I want that nuke loaded ASAP, I don't care who's in the field, the Skull goes down! Let's just hope these 'heroes' can keep the heat off of us."

"SIR! Incoming object from orbit!"

Flumm looked up in alarm. "What?!" Gregory strode to the tech and pulled at his monitor. "Is it a missile? Projectile weapon?"

"No…" Gregory mumbled, zooming in on the rapidly descending object. "I believe its and escape pod."

* * *

 **FWAABOOM!**

The pod smashed into the tundra, drawing all eyes to the objects as its doors slowly opened, allowing a torrent of steam to flood onto the frozen ground. Out of the pod stepped a young man with snow-white hair wearing a form-fitting green, white and yellow combat-suit with two golden gauntlets wrapped around his arms.

Noh-Varr glared up at the humans he was being forced to protect and locked eyes with the Red Skull. Without warning, the gauntlets on his arm morphed into two large hand-cannons that blasted the Red Skull with bursts of green lasers.

The Red Skull deflected the blasts, sending on into She-Hulk while another was blocked by Valkyrie's sword. She-Hulk shook off the impact in time to see Noh-Varr leaping over her to reach the Skull, all the while firing his weapons.

The Skull took it all in stride. "And who might you be, boy?"

The boy paused in his actions long enough to answer. "Noh-Varr Mahr-Vehl, Ensign of the 18th Kree Diplomatic Gestalt. Now die." The weapons in the boy's arms morphed together into a massive cannon that discharged a beam of yellow energy that rocketed towards the Red Skull.

The Skull opened a miniature portal that swallowed the attack before it erupted from the cube. Nov-Varr leapt to the side, rolling to his feet as his weapons shifted once again, firing off two sub-machine gun-like weapons.

The energy bounced off the Skull's force field while She-Hulk smashed her fist into the shield. Red Skull snickered as the female goliath continued to strike the shield with all her might.

"Yo!" Binary snapped, drawing Noh-Varr's attention. "Pretty-boy, blast me with one of your lasers!"

"What?' the Kree warrior muttered. "That would kill you, you stupid human."

"Stupid Human?" Carol muttered, "What are you a mutant or—" Carol's speech was halted when her eyes fell on the gauntlets Noh-Varr was wearing. Her eyes immediately took in the sight of the strange markings etched into his weapons and rage boiled over in her veins. "You're one of them!" she snarled.

Noh-Varr looked confused. "One of who—OOF!" he shouted as a punch from Carol threw him onto the ground. "Wh-AH!" the Kree warrior leapt away from a photon beam as Binary's fist burned yellow.

"You took him from me! YOU TOOK PHILIP!" Another blast of energy erupted from the enraged woman, blasting the Kree into the ground. The young warrior morphed his weapons into a shield, taking the blast head on.

"What is wrong with you?!" the warrior snapped.

"YOU PEOPLE TOOK MY LIFE FROM ME!" Binary screamed, pounding the shield with all her strength, cracking it. "WHAT HAVE YOU DONE WITH PHILIP?!"

"I have no idea—gruh!" Noh-Varr grunted, dodging an attack. "What you a—OW!" he screamed while Carol slammed him into the ground. The Kree soldier glared at the woman before realizing her eyes were glowing red. The soldier turned to the Skull who smirked at him, eyes aglow with the same red hue.

Noh-Varr quickly connected the dots and kneed Carol in the stomach, stunning her enough so he could jab his thumbnail into her neck. "Gah!" she screamed, reeling back. Noh-Varr once again shifted his weapons into a cannon before aiming it at Binary.

"That cube of his is amplifying your aggression towards me…whatever acts of hatred you have against the Kree Empire can be laid to rest later. For now, sleep." Noh-Varr pulled the trigger, firing off a massive beam of crimson energy from his cannon.

 **BRAAKROOOM!**

The blast struck Carol head on, blasting her back. "One problem down." Noh-Varr muttered, turning his attention to the Skull. "One more to go."

* * *

 **SHIELD Helicarrier**

"My word." Gregory murmured, watching as Noh-Varr blasted Binary away. "Who's the new super-human?"

"No idea." Flumm hissed. "Get me a scan of that escape pod! I want to know where it came from!"

"I already did that." Gregory replied. "The pod was dropped from outside Earth's orbit. And the make of it is remarkably similar to one of your SHIELD designs."

"SWORD." Flumm muttered, turning back to monitor the conflict below him. "Brand had an operative like this and didn't inform anyone…"

"Is that going to be a problem?"

"No." Flumm replied. "In fact I think I can work with this."

* * *

 **BAAABOOM!**

She-Hulk's fist slammed into the Cosmic Cube as the Red Skull pushed with all of his might, shoving her back. Skull took the chance to blast her back.

"GRAHH!" she roared.

"HIYAAH!" Valkyrie roared, bringing her weapon down on the Skull who swatted the blow aside before striking the warrior in the face. Valkyrie was temporarily stunned by the attack, letting the Skull slam his fist into her gut before kneeing her in the chin, knocking her back.

"Don't you see?!" Red Skull barked. "You are nothing to me! None of you are!"

Captain America glared at the man before glancing around at his injured teammates. Panther, Wasp, And Yellow Jacket all laid unconscious in the snow while Wanda did her best to heal Pietro's broken wrist and hand.

Magneto began to float off the ground before willing the remains of the metal snake to float into the air, twisting them into jagged spears. Magneto stretched the fields around the spears, channeling electricity across their surface.

The weapons fired with the force of a railgun, crashing into the Skull with enough force to push him and his force-field back. The Skull sneered before the ice around him shifted rising up like a tittle wave before crashing down on top of the mutant terrorist.

The snow was blown away by a field of crimson energy that began to circle around the Scarlet Witch. Wanda glared at the Skull with rage in her eyes. "I may not like my father, but you don't get to kill him." Crimson hex energy swirled around the woman's arm, condensing into a sphere in her palm. "You hurt my brother. My friends."

Red Skull chuckled. "And what will you do, little girl?"

Wanda glared up at the man. "I'm going to kill you."

 **KKRRAAKKABOOOOM!**

A flash of crimson energy swept across the tundra, blowing snow all over the area like a frozen whirlwind. A shockwave rippled over the land, reaching the sky as the helicarrier shook from the force of the explosion.

Red Skull fell to a knee as the Scarlet Witch hovered above him, streaks of crimson energy whipping off her body like flames, licking the force field of the cosmic powered Skull.

"Do you feel that you Nazi creep?!" Wanda roared, eyes alight with hex energy. Another sphere of crimson energy formed in her hand and rocketed towards the Skull, detonating on his shield like a miniature nuke. "Do feel what I can do to you!? DO YOU FEEL ALL THAT POWER!?"

"Yes!" Red Skull roared, brandishing the cube. A pulse of red light burst through the area, knocking Wanda back. Skull slowly rose to his feet and grasped the cube with both hands. "I feel it little girl!" A wicked grin broke out across the man's face, making Wanda's skin crawl. "AND I'M STILL NOT IMPRESSED!"

 **BRRRAAAKKRROOOMMM!**

Wanda had not time to react when a torrent of lighting erupted from the clouds above her, blasting the mutant witch out of the sky and down to the tundra where her horrified teammates stood.

"NO!" Magneto roared pulling the remaining steel out of the ground and sending it towards his falling daughter. The metal wrapped around the Avenger like serpents, catching her before gently lowering her to the ground.

Hawkeye pulled Scarlet Spider onto his back before sprinting off towards the fight. "C-Clint...what are y-you…I…I'm dead weight…"

"Yeah." Hawkeye muttered, readying his bow. "But you also got that danger sense of yours, and more importantly, I don't leave friends to die!"

"A-aaww schucks buddy…" Kaine mumbled, barely staying conscious.

"Shut up until he tries to kill us." Hawkeye grumbled

"Tell me heroes!" Red Skull cackled. "How do wish to die?!" An army of Nazi soldiers emerged form out of thin air, brandishing their weapons. "By an army of my loyal soldiers?" The group shifted until they resembled an army of massive grey Hulks. "Or by the very monsters you made?!"

"How about none of the above Skelator!" The Skull turned his head to be met by an arrow to the face.

 **BAAABOOM!**

An explosion engulfed the Skull's face as Hawkeye retrained his bow, notching another four arrows onto the bowstring. "NOW DIE ALREADY!"

The arrows flew, exploding around the Skull while he casually strode towards the archer. "Clint! M-move!" Kaine barked. Hawkeye leapt to the side as a blade of crimson energy carved through the snow where they had once been.

Hawkeye fired off another arrow, which the Skull caught in his finger. The man examined the projectile and smirked. "Quite the interesting toy, eh? A localized nuclear tipped arrow with a radius of 20 square feet. I'm actually curious to see whether or not I can withstand this. Care to watch?"

Hawkeye grabbed Kaine and sprinted in the opposite direction as Red Skull squeezed the arrow's tip between his fingers, breaking it.

 **FAAAABBBOOOOM!**

A bright light encompassed the tundra as the miniature nuke detonated, sending an explosive shockwave rippling across the frozen wasteland.

Hawkeye crashed into the snow with Kaine tumbling from his back. The duo looked up to see Red Skull lumbering out of the newly formed crater. "Hehehe…" the Nazi chuckled. "A nuclear device at point blank range couldn't kill me…what can?"

The man turned his gaze to the helicarrier above and smirked. "It may be a side-affect of the cube, but I know what you've been planning Flumm." The man snarled. A flash of red light burst from the Skull's hand before dying out.

The heroes' eyes widened as they saw what he now grasped. A massive rocket with a nuclear marker etched onto its side.

* * *

Flumm's eyes widened in fear as did Gregory's and everyone on the helicarrier's bridge.

"Sir, tech's are reporting the warhead has been stolen!"

"I can fucking see that!" Flumm seethed in rage. "Gregory. I want a full tactical analysis, get me some options!"

"I think—I think we're actually out of options." He muttered.

"Now he's got 2 WMDs!" Fury roared, struggling to stand in the snow.

* * *

"I wonder where I could put this?" Red Skull snickered. "Maybe the White House. A nuclear warhead appearing suddenly with a SHIELD designation, I can see the headlines now…" the mad-man snickered. "SHIELD Bombs the White House, A Nation in Panic."

"FUCK YOU!" Hawkeye screamed, launching another arrow into the man's chest. Skull watched as the weapon bounced off his chest harmlessly.

"Please Hawkeye. Arrows and words have no affect on me anymore." The man said as he strode forwards. Clint notched another arrow onto his weapon before it glowed red, transforming into a toy bow and arrow.

"What th—AAKK!" Hawkeye hit the ground hard as the Red Skull slammed his fist into the Avenger's jaw.

"Clint!" Kaine barked. A boot to the stomach sent him tumbling back.

"GRAH!" Red Skull quickly blocked a blow from She-Hulk before bending her wrist back. "AAH!" She-Hulk roared in pain.

Widow watched the fight with fear in her eyes. "Dammit all!" Steve had the same look before glancing back down at his wounded friend, and then to Bucky's arm.

"Bucky, does your arm's teleporter still work?"

Bucky looked at his friend with a questioning glance. "Y-yeah…not much power left in i-it…but it should have enough for one more jump."

"That's all will need." Steve said, pulling the mechanical limb onto his lap. "Walk me through how to use this."

"Tell me something, cow." Red Skull snickered as he twisted She-Hulk's arm back, snapping it.

"GIIAAH!" she screamed, snarling in rage at the Nazi. The Red Skull merely smirked.

"You Hulks are supposed to be notoriously tough, correct? So do you think you'll survive if I replace every blood-cell in your body with mercury?"

"Let her go!" Valkyrie roared, leaping into the air to deliver a sword strike, only to be struck down by a blast of crimson energy.

"Wait your turn, Fraulein." Skull turned back to She-Hulk, pressing the Cosmic Cube to her forehead. "Now, where were we?"

Clint watched as he saw his friend about to be killed before the crackling of his communicator drew his attention. **"Hawkeye! I need the Skull's exact coordinates!"** Cap roared.

"W-what?"

" **I need to know exactly where he's standing!"**

"Cap, I don't understand, what good will that d—"

" **Dammit Clint! You don't miss and Avengers don't lose! Now give me those goddamn coordinates!"**

"Okay…" the archer growled. Turning to the Red Skull. "Sixty-four degrees latitude, twenty-eight degrees longitude!"

Red Skull turned to the archer after hearing his words. "What are you babbling about now Barton?"

"THIS!" Captain America screamed. Skull's eyes fell to the mechanical arm in the snow as it flashed blue. Instantly, pain erupted in the Skull's chest.

"GIIAAARGH!" he screamed as a metal fist exploded from his chest. Red Skull looked down to see the Winter Soldier's mechanical arm jutting from his chest, piercing the side of his heart.

The madman dropped to his knees as he felt his grip loosen from the pain. The arm had completely bypassed the force field he had erected, and pushed him to the edge as he felt his power dwindle as the cube dropped from his hand.

The Cosmic Cube toppled into the snow, melting the ice around it as its energies leaked out across the tundra. The Red Skull stumbled forward on all fours, trying to reach the cube.

"NO!" Cap screamed. "Do not let him touch it!"

 **THWIP!**

The Skull's reaction was to slow as a line of webbing snagged the cube before pulling towards its new master. The cube crashed into the snow right in front of Scarlet Spider who seized the weapon in his hands. Kaine felt the power surge through his body while he grasped the weapon.

"Kaine?" asked as the teen waved the cube over his leg.

"AH!" he screamed as bone tore through his cauterized flesh. Tendons and muscle extended from his stump leg, wrapping around the new bone until his leg had been fully restored.

The teen stood up on his new limb and looked across the battle-scarred tundra. He then looked to the cube in his hands. "Fix this." He muttered. The cube emitted a dime light in response to his demands.

"HAK!" The Skull coughed, blood oozing from his lips. "I-its…i-i-i-its n-not…y-y-yours!" he croaked.

Kaine returned his gaze to the cube. "I said fix this. All of it. NOW!" the cube pulsed to life, creating a flash of crimson light to erupt over the tundra. Everyone shielded their eyes from the flash as it encompassed everything

The light died out, seemingly retracting back into the cube.

Captain America stood up, pulling Bucky onto his feet with Nat's help. "What happened?" he barked.

"HAVE AT THEE!"

The group spun around to see Thor slamming his hammer into the ground. Lightning flashed across the tundra. The God of Thunder looked up in confusion as his target was missing.

"Thor!" the god turned around in time to receive a fierce hug from Valkyrie, one which he returned with one arm.

"Jane?" he muttered. His eyes quickly scanned the rest of the tundra to see many of his friends still injured.

"What…what has happened?"

"A shit-show." Fury barked, glancing up at the helicarrier slowly beginning to descend. "Boys and girls we need to high-tail it out of here before SHIELD get's their shit together!

"You're not going anywhere Fury!" Steve roared. "You have just as much to answer for here as the Skull does!"

"Enough!" Tony screamed. "You can have your fist-fight morality argument later! But nobody's going anywhere until I stabilize Rhodey!"

Hawkeye crawled to his feet looking at the damaged hero. "Jesus…Skull tore the armor right off him…" he pulled out a thermal arrow and prepped the tip. "We need to cauterize those wounds, Stark drop the force-field."

"I do that and he'll bleed out!"

"Well we can't treat him with it on!"

Kaine stepped past both men and aimed the cube at the dying Rhodes. "Move." He muttered. Tony looked at the teen and then to the cube before grabbing his wrist. Kaine's snapped his head towards the beaten billionaire. "I'm trying to save his life!" Kaine snapped.

"HOW!?" Tony snapped back. "You don't know his biology!"

"Flesh, blood and metal, it's not that hard to get."

"Kid you are smarter than that!" Tony yelled.

Kaine slapped the man's hand away, glaring daggers at him. "You talk to me, you use my name and it sure as Hell ain't kid! My name is Benjamin Kaine Riley!"

"Ben!" Hawkeye barked. "Can you heal him?"

"I fixed Thor didn't I?"

"Did you actually know what you were doing?" Hawkeye asked.

Tony grabbed Kaine by the shoulder, jerking him around to face him. "Just listen dammit! Rhodey's injuries were severe enough that I had to fuse mechanical parts into spots vital organs should be, can you fix those or not?"

"I was always a chemist/mechanic kinda of guy, not advance robotics but…you are." Kaine said as an idea popped into his head. He leveled the cube at the Tony's forehead. "Show me what I need to know." He muttered.

The cube flashed red before Kaine's eyes glowed an even brighter shade of crimson. "Whoa…" he mumbled almost losing his balance before Hawkeye caught him.

"What was that?" the archer muttered.

"A…a lot to take in…but I got it." He muttered. Kaine waved the cube over Rhodey's body, encompassing it in a other blinding flash of red light. When the light died down, Rhodey stood in his grey and black War Machine armor like nothing had happened.

"Wha-?!" he muttered. "Tony?! Clint?!" His eyes scanned the area before tuning back to his armor-less friend. "Tony, what the Hell happened?!"

Tony sighed in relief before giving his friend a slight smile. "It's a long story buddy…but we—"

"We ain't got time!" Fury barked. Pointing to the Helecarrier which was now circling back around, its remaining arsenal priming for another attack. "We need to book it!"

"Not with the Cube." The group turned around to see Noh-Varr aiming his weapons at them. "I'm under orders to retrieve that cube at all costs. Hand it over."

Kaine looked at the cube in his hand and then to the alien. "No." he muttered. "I have a better idea." The teen raised the cube before muttering a single sentence. "Kill yourself."

Noh-Varr's eyes widened. He tried to fire his weapons but the cube pulsed red, warping the energy around itself until it began to afloat in the air like a miniature tornado.

"Everybody get back!" Kaine roared, grabbing Hawkeye and Fury. War Machine grabbed Tony, rocketing away from what was quickly becoming a crimson singularity. Noh-Varr leapt back as well before the void collapsed.

 **FWAABOOM!**

The shockwave erupted, knocking all present back. The blast even shook the helecarrier, nearly knocking the crippled vessel out of the sky. Everyone dove for cover as the wind whipped past them, creating a tornado of snow and ice, blanketing the area in clouds white frost.

"What the Hell was that?!" Fury barked. "Kaine?!"

Said hero brushed the snow off his uniform and helped Hawkeye to his feet. "What? You saw what the Skull could do with that thing! Did you really think I was gonna keep that around?"

"You could've done a Hell of a lot more before you did it though!" Tony barked.

Kaine glared at the billionaire. "Are you kidding me?! I healed Rhodey and fixed Thor, what else did you want Stark?!"

"You could've fully healed him!"

"Tony—" Rhodey started.

"You could have regrown his entire body!"

Kaine snarled, popping his stingers. "You wanna do this now Stark?! I just reset his body to the last time you worked on it, even you didn't know how to fix all the damage Rhodes got, how was I supposed to reverse that?"

Hawkeye grabbed Kaine and pulled him back while War Machine stepped between them and Tony. "Tony, now is not the time." He said.

"Rhodes is right! We need to get the Hell out of here before Flumm gets his shit together!" He turned to Chang who was shaking off her wounds. "Chang, get everybody grouped up, we need to—"

 **CRACK!**

"AGH **!** " Fury hit the ground as captain America slugged him across the face.

"NO!" Steve roared, grabbing Fury by the collar and pulling him up, delivering another punch to the man's face. "You don't get to bail out of this you sack of crap!"

"Steve!" Widow shouted, racing towards the enraged soldier. Hawkeye reached him first, grabbing him by the collar, attempting to pull him off Fury.

"Dammit Cap, back off!" Hawkeye roared, grappling with the enraged soldier. Steve retaliated with an elbow to the face, breaking Clint's nose. "AGH!"

"Steve stop!" Widow screamed.

Scarlet Spider tackled the captain, pinning him to the ground with a stinger to his throat. Chang watched the fight unfold and scowled. "I've gotta do everything around here…" she muttered, drawing her sidearm. She aimed that weapon at Rogers but was stopped when a glowing object caught her eye.

"Grah!" Ben snarled, trying to stab the downed Avenger, Cap jerked his head to the side, narrowly missing the stinger before head butting the teen off him. "I'm gonna gut you old man!" Scarlet Spider snarled.

"You don't just get to walk away from this Fury! You knew the Red Skull was out there all along!"

Hawkeye growled, gripping his bleeding nose. "He knew you'd go off half-cocked like you did! Don't throw this all on Nick!"

"It's on you too!" Cap roared. "You knew as well Clint!"

She-Hulk's eyes widened. "What?!"

Valkyrie spun around to glare at Hawkeye alongside Thor. "You knew all along?!" she screamed.

"How long have you been feeding info to Fury?!" Cap screamed.

 **BANG!**

The group spun around to see Monica Chang standing in the snow, gun aimed at the sky. The woman smirked. "Get away from the rest of my team. Now."

She-Hulk snarled, stepping towards the spy. "Or what?!"

"Or I sick this on you." She replied, raising the crimson gem in her palm.

"What?!" Kaine screamed, eyes widening beneath his mask. "I blew that thing up!"

"I guess it didn't want to 'kill itself', eh?" Chang replied. The gem burned red, "All of you, back off!"

A pulse of crimson energy sent the Avengers flying, leaving Fury's team unharmed.

"Tony!" War Machine barked as the billionaire crashed into the snow beside Magneto and Quicksilver. "Chang you bit—"

"Can it Tinman! Everybody on me, we're getting the fuc—"

"Give the gem!" Noh-Varr roared, brandishing his gun. "It's not meant for human hands!"

"Fuck off kid!" Noh-Varr snarled, brandishing his weapons before firing off twin blasts from his handguns. Chang threw up a force field of crimson energy, shielding her from the blasts that engulfed her. "Stupid freakin' alien—"

 **FWABOOM!**

The sky shattered with a sound like thunder as a soaring figure rocketed through the atmosphere, smashing into the ground a foot shy of Chang. The impact sent the woman flying, giving her little time to react before a dark, armor-clad figured leapt through the snow, delivering a brutal stomp kick to her gut.

"GAH!" she cried out, glaring up at her assaulter. The being in front of her was a humanoid figure decked in black and silver armor with two silver wings spread out underneath his arms. Three jagged claws jutted from the gauntlet on his right wrist, glinting in the sunlight.

"Hand over the gem…NOW!"

Chang snarled up at the man, brandishing her pistol. "Who the fuc—" the woman never finisher her sentence as the figure slashed at her with his metal wings. The bladed feathers sliced her wrist, causing her to drop the stone. "GAH!"

The figure leapt towards the stone, capturing it in a spherical device before turning to a recovering Noh-Varr. "Darkhawk…" the Kree warrior growled. Darkhawk gave no reply before rocketing off the ground and towards Noh-Varr, tackling him into the ground.

"BRAND! I have him! Get us out now!" the two beings were instantly enveloped in a blast of white light, leaving an empty tundra behind.

The assembled heroes stared at the empty space in slight shock and confusion. Scarlet Spider decided to be the first to break the imposed silence by voicing everyone's question.

"What the fuck was that?!"

* * *

 **SWORD Orbital Command, The Peek **

Darkhawk and Noh-Varr tumbled out of beam of light, landing on the Peek's main entry point. Noh-Varr struggled against his armored captor, head-butting him in the face. "Get off me you damn dirty—"

"Fuck off!" Darkhawk roared, kicking the teen away. Noh-Varr back-flipped away from his assailant, brandishing his pistols. "Brand blow this alien's head off!"

Noh-Varr quickly morphed his gun, changing it from a small cannon to a narrow needle-like pistol before placing it to his head. "I don't think so!" the alien warrior pulled the trigger, ejecting the needle right into his brain. A jolt of electricity surge dthrough his nervous system, frying the bomb in his skull.

"Brand, anytime now!"

" **He shocked his whole nervous system and fried the implant! Just take him down the old fashioned way!"**

"The hard way, eh?" Darkhawk hissed, priming his grapple claw. "Perfect."

"Bring it, Terran!"

"Oh I'll bring it you arrogant lit—Jack?!"

"I'm not falling for—" Noh-Varr started before his sense picked up on the new arrival. The teen spun around to see a figure decked in an orange and red combat suit with golden plates situated around the suit like armor. The most distinctive thing about the man was his kin, half of which was died completely black.

"Burn mother fucker." Jack-O-Hearts muttered, blasting Noh-Varr into the ground with a beam of raw energy. Darkhawk immediately leapt into the fight, his armor shifting, growing in size until it resembled a massive mechanized suit with weapons mounted over its shoulders and arms.

Noh-Varr had no time to recover before the enlarged Darkhawy slammed his fist into the Kree's face before his shoulder-mounted cannons locked onto his enemy. "Lights out Kree!"

 **BAAMM!**

* * *

 **Earth, Alaska**

"Seriously!" Ben screamed. "the fuck was that?!"

"Not our problem at the moment!" War Machine muttered. The metal soldier pointed to the helecarrier that was aiming its weapons at them. "Cap you can hate us later but we need to go before they nuke us!"

"They're going to what?!" Valkyrie exclaimed.

"Fury is wanted for failure and incompetence and I'm a known terrorist on American soil." Magneto muttered. "In any case," the mutant levitated the metal arm lodged in the Red Skull's chest, tearing it free from the madman. He flung the limb to Scarlet Spider who caught it in his hand.

"Eeewww…Nazi blood…"

"Leave." Magneto said. "We all need to leave." Electricity surged through the air as Magneto approached the metal arm. With a wave of his hand, he pulled the Secret Avengers towards him through the metal in their uniforms. "I suggest you Avengers do the same."

"Magneto!" Steve roared.

"Take care of your friend, Rogers." Magneto said, gesturing to the still wounded Bucky. "And you two as well…" he mumbled, glancing at his children.

"NO!" Cap roared. Hawkey tackled the Avenger to the ground.

"Get out of here!" Clint screamed at Magneto. "NOW!"

A flash of blue light burst across the tundra before dying out, leaving no trace of the Secret Avengers or Magneto. Captain America snarled in rage, elbowing Clint off of him before grabbing him by the collar.

"You son of a bitch!" Steve roared.

She-Hulk looked up at the helecarrier and snarled. "Dammit, Thor, teleport us now!"

Thor looked up at the helecarrier looming over them. "Aye, brace yourselves!"

"Fire!" Flumm roared.

"Thor!" Valkyrie roared. An entire salvo of missiles and gunfire launched from the helecarrier.

 **KRAAAKOOMM!**

The lightning struck before the thunder boomed, enveloping the heroes in a flash of blue and white lightning, blinding the SHIELD agents on the bridge.

 **BAAABOOOMM!**

* * *

The volley of bullets and missiles struck the empty tundra, tearing apart its surface as fire and snow engulfed the area, creating a blanket of steam that covered the sky above.

"No life forms detected…" a technician said.

"Because there weren't any left." Flumm muttered. "They teleported…goddammit…"

"Sir! We do have a life sign!"

"What?!" Flumm barked.

Gregory strode forward to the monitor. "Put it on the main screen and enhance." The technician did as ordered and put the image on the main monitor for the whole bridge to see.

"You've gotta be kidding me…!" Flumm snarled.

* * *

 **Avenger's Mansion, New York City**

 **KRAAKOOOM!**

The lightning was the only warning the city received as the Avengers appeared in the courtyard of the Avengers mansion.

Wanda looked around at her wounded teammates and brother. She threw out her arms, chanting to herself as waves of red energy slowly enveloped the group, picking at their wounds, repairing the injuries that ailed them.

Wasp was one of the first to recover as she slowly opened her eyes. "ugh…wha…oh god!" she screamed leaping up before collapsing to her knees in pain. "AH!"

"Janet, don't move!" Valkyrie exclaimed, running over to help her injured teammate.

"Wha-! The Skull! The Cube!"

"It's been dealt with…" Tony muttered collapsing onto his butt from exhaustion. "Now we just need to—"

"AGH!" Clint screamed. The remaining Avengers saw the archer hit the ground, lips bleeding from the punch Cap had just given him. "D-dammit…!" Steve lunged forward, delivering another punch to the man's face, and then another, and another.

Thor leapt into action grabbing the Captian with his arm and pulling him off of Barton. "At ease Rogers! Barton is our ally!"

"NO HE'S NOT!" Cap screamed, thrashing around in Thor's grip. "He's a fucking traitor!"

Wasp looked up stunned, as did the other conscious Avengers. "What?"

"Cap…" Clint pleaded. "Y-you need to understand…"

"You betrayed me!" Steve roared. "You knew this whole damn time! You knew the Red Skull was still alive and you did nothing! You and Fury just sat on your asses while he's was loose in the world!"

Tony and Thor looked at Hawkeye in shock "You knew?!" The former roared.

"He's been working with Fury this whole damn time! Keeping tabs on us for him!"

"WHAT?!" She-Hulk roared.

Hawkeye spat up more blood before wiping his mouth with the back of his gloved hand. "J-just let me explain…" he muttered.

"You don't get an explanation!" Steve roared. "You're gone! Do you hear me?! YOU'RE OFF THE AVENGERS!"

* * *

 **Finally this arc is done! It's taken me almost two months but man am I glad its over with. Now I can start the next chapter to really pick up with my world building for my Marvel Universe!**

 **Hope you enjoyed this chapter and a always, review and favorite please!**

 **Next Time: Chapter 6: Beneath the Depths**


	6. Chapter 6: Beneath the Depths Pt 1

**Disclaimer: I do not own any characters from marvel; all rights to characters and places belong to their respective owners.**

 **This chapter is based off the first 5 issues of Scott's Snyder's sci-fi/horror comic:** _ **The Wake.**_ **This will introduce several new characters that you may enjoy.**

 **Chapter 6**

 **Beneath the Depths Part 1**

* * *

 **Unknown Location**

 **BWAH! BWAH! BWAHH!**

The entire facility was alight with the red alarms. Dozens f workers and guards scrambled to one of the monitor screens sprinkled throughout the facility. The men and women could only watch in horror at what they saw.

"What the Hell is going on?!" A man roared as he stormed through the halls, pushing his workers aside.

"What the Hell is that thing!?" a man screamed.

"What are you talking about?!" the lead man roared, finally pushing to the front of the crowd. "What are you idiots staring a—Sweet Virgin Mary!" the man exclaimed as he watched the carnage.

The monitor displayed what could only be described as a massacre. Dozens of body parts floated in the water outside the facility, blanketing the water with blood and shredded flesh.

"They got it!" one of the workers shouted, pointing to the side of the screen where several divers were dragging something into one of the many hatches that lined the outside of their base. "Why're they bringing it inside?!"

"This is Roxxon." Another worker muttered bitterly. "Anything goes for them…"

* * *

 **Avengers Mansion, New York City (One Week after the Red Skull)**

 **BAM! BAM! BAM! WHABAM!**

She-Hulk watched in slight awe as she saw Captain America pummeling a punching bag reinforced with Kevlar fibers "Damn…" she mumbled as she saw the seams on the bag tearing apart after each blow. A final shot struck the bag dead center, tearing the fibers apart and allowing Cap's fist to sink through the bag.

Steve tore his arm free of the bag, panting slightly. "Huff…huff…huah…" he quickly knocked the bag off its suspension before dragging another one off a rack.

She-Hulk looked around the Avenger's training room. Despite being in the room 2 hours a day almost everyday, it still never ceased to amaze her how much Stark had put into their personal gym. The room was state of the art with over a dozen machines, each one for a specific part of the body and some meant to train multiple parts at once.

Even the weights were calibrated for people of super-human strength. The punching bags were also reinforced with Kevlar fibers woven into their seems, mainly for the exact purpose they were just used for.

"That's like the fifth bag you've gone through today, maybe take it easy on the physical labor for a day." Cap ignored her, hanging up the new bag on the hook before starting his work out again. She-Hulk frowned at being ignored and finally decided she'd done enough for the day.

The jade giantess grabbed a towel from an Ultron bot that'd been monitoring the workout before heading up the stairs. "Ya think he'd gotten over what happened by now."

"Would you?" a new voice piped up. Jen looked around for the source of the voice until the miniature form of the Wasp flew in front of her face. "He just had another big moment of closure, not to mention he just found out one of his friends was spying on him for Fury. Seriously how would you react to that?"

"Couldn't tell ya. I try to live by experience. But speaking of our mole, what do you think about this whole Hawkeye situation?"

"I gave the team my answer. And I stand by it. If anyone's got a problem they can say it to my face, or the door can hit them on the way out because we are not taking any more baggage out into the field. "

"Really?" She-Hulk muttered, folding her arms across her chest.

* * *

 **One Week Ago**

Clint Barton glared up at his teammates as they looked down on him with equally heated glares. Clint slowly rose to his feet, keeping his eyes trained for Cap's movements. Even if he could barely block them when they came, he'd at least stand a better chance when they hit.

"Get. Out." Cap hissed, venom lacing his words.

"You want me gone?" Clint spat back. Cap lunged forward grabbing the man by the collar. Thor moved to stop the argument but She-Hulk held him back by the shoulder.

The god looked at his teammate only to see her glare at the two men about to beat each other senseless. "Let's see how this plays out."

"You're damn right I want you gone!" Steve roared. "You've been spying on us for Nick Fury this entire time! That alongside the fact that you knew the Red Skull was alive all this time is more than enough to kick your sorry ass of this team!"

"You want me gone that badly?! Fine! I'll pack my shit and leave, and then I'll watch as you drag this damn team into the gutter like you almost did!"

"What?!" Cap hissed back.

"You blew up a fucking jet right inside their hangar! I may have been a mole for Fury but I never endangered the team like you did! Hell, the only real intel I gave to Fury was what the team had planned on missions! Weather there we're threats he needed to hop in on or info that he could find! Nick wasn't the enemy here, you were! You and that goddamned screwed up head of yours!"

Cap snarled, reeling back his fist for another blow. The attack was stopped as Tony grabbed the man's arm from behind. "Are you fucking kidding me here?!" he shouted. "You two should both get kicked off the team for this!"

"Get off Tony!" Cap barked, pulling his hand free. "This isn't your call to make!"

"You're right." Wasp said, stepping up to the fight. "It isn't his call to make." She pulled Tony back, ignoring the billionaire's scowl. "And it's not your call either."

Steve looked at her in surprise. "What?!"

"You put me in charge. You, everyone else here, and the UN. You're part of my team. Any decision about inducting or firing members of this team, go through me and the UN. You nearly caused a diplomatic incident with the mess you caused in France, you're lucky I don't boot your ass off Stark's lawn right now! And Clint!" she said, snapping her gaze onto the purple clad archer. "You went behind our backs in regards to Fury, yes you could argue it was for the greater good, but honestly I don't give a shit about what you were thinking. Bottom line, you left us in the dark," she then looked back to Cap. "And you nearly caused a worldwide incident that I need to clear to the United Nations as per our charter agreement! But you know what, we need you both. So none of you are getting booted out."

Thor smiled approvingly as did Yellowjacket, surprised and proud of the display of power his wife was showing to the entire team. The mood was killed by the next member however. "What?!" She-Hulk snapped.

The group turned to the enraged goliath. "You got something to add to this Jen?" Wasp asked, making her tone clear, she was already pissed.

"These guys fuck up and they get a pass?!" the jade giantess sneered.

"I'm with Jennifer on this one." Tony replied. "they can't just get off with a slap on the wrist."

"You have very little lee-way here Mr Booze-in-the-bottle." Wasp snapped. "And who says they're getting off Scott free." She turned back to the members in question. "You two are benched."

* * *

 **Present**

"How's the design for your new armor coming, Tony?" T'Challa asked as he walked into the personal lab of one Tony Stark, settled in the basement of the mansion.

Said genius was currently occupied by welding two pieces of metal together. "Its coming…" he grumbled, taking the welder away from the smoking metal. "The design basically wrote itself, the problem is the wiring, operating system and internal weapons."

T'Challa smirked before sitting down on the side of the desk. "So pretty much everything important."

"Looks are important." Tony corrected. "First impressions rely on multiple factors, looks for one. If I showed up to a board meeting in khakis, flip flops and a Hawaiian shirt they'd think I was drunk or high."

"I'd assume they'd be use to the former." Panther replied

"Haha…" Tony muttered sarcastically before glancing at the black-clad super-hero. Tony eyed him up and down before speaking again. "Are you ever not wearing that?"

"Yes." Panther replied. "When I bathe."

"I think it might be time."

Panther sighed. "Your tone states that you are annoyed, but not at me, hence you're insulting comments in an effort to make me leave."

"Don't play psychoanalyst with me T'Challa." Tony snipped, going back to working on his armor. "If you really want to know why I'm pissed its because—"

"Steve and Clint's blatant betrayal of our trust?"

"No." Tony replied as sparks popped off the metal. "Believe me, I was as pissed as everybody else when we all found out, but Clint keeping an eye on us for Fury wouldn't actually be too terrible in the long run."

"Really?" T'Challa questioned. "I imagined that you of all people would've wanted to keep your privacy."

"I do like my privacy. But I consider myself a futurist. Here we are. The Avengers, Earth's Mightiest Heroes, here in New York. We are some of the most powerful, well-connected people on the planet. There's always the chance we could go rogue, or succumb to mind control. Having contingencies against us could be beneficial in the long run."

"Don't let Wasp here you say that. Or Jennifer, they're both likely to tear you in half."

"The Latter literally. But keeping tabs on Cap is especially good for now. The guy is being more reckless than helpful. Its better to keep him close and stop him from doing anything stupid."

"I see." T'Challa responded, glancing at the designs etched onto a stack of papers in the corner. The Black Panther skimmed the notes while speaking. "Then what is truly bothering you?"

"Rhodey." Tony replied.

"What really happened to him?" Panther asked.

"I gave him the War Machine armor to save his life. After I became Iron Man, he was deployed on a black ops mission against North Korea but…their intel was off. Rhodey and one other guy survived the attack but…gah, Rhodey was dying. He lost his legs, right arm, punctured a lung…he even lost half his face…So I built the armor to keep him alive."

"You turned him into a cyborg."

"To save his life!" Tony shouted, shooting out of his seat. Panther raised his hands in defense.

"I meant no disrespect, Tony. You did what you had to save your friends life. But…allow me to give you my analysis on this…you feel a great deal of guilt for saving him." Tony didn't reply. "You feel that maybe, having him live as half human half machine is barely living at all."

Tony sank back down into his chair. "Part of me wonders sometimes…and I hate that part of myself but…there are days where I feel that maybe it would've been easier for Rhodey had I let him die…"

"I don't believe it's your burden to bare on your own. You forget, Rhodey lives with it too."

"You think I don't know that?" Tony hissed.

"I think you're afraid to ask him that question. Next time you see Colonel Rhodes, ask him what he wanted. And then you'll have the answer. You'll know whether you should hate yourself for saving your friend from the brink of death, or if you should be thankful that you did save him, regardless of consequence."

Tony sighed before taking a flask off his desk and opening it. Panther frowned beneath his mask as he saw his teammate down what was undoubtedly alcohol. Stark emptied the flask before getting up. "Damn stuff runs out too fast…" he grumbled.

"Perhaps you don't need more to distract yourself from your woes." Panther said handing Tony the notes for his new armor. "You seek to reduce the technology for the internal armor systems, yes? Let's work on that, Dr. Pym may have insight on miniaturization of such electronics beyond what Stark Industries has already achieved." Tony gave panther and odd look as he took the notes back. "What?"

"When did you become an engineering expert?" he asked.

Panther smirked beneath his mask, an action he was sure the genius could still see. "When I was still a prince, my father sent to the best schools the world had to offer. I was taught by many teachers around the world."

"And its that outside exposure that made your people shun you, right?" Panther hung his head. "Sorry." Tony apologized. "That was…that was tactless of me."

"I hoped my people would be more welcoming to change…we accept many people in Wakanda…mutants are neither feared nor persecuted…but outsiders…foreign thoughts and beliefs are shunned yet my people claim to be better…"

"Do you believe that?"

"No." T'Challa stated. "And neither did my father. He sent me out into the world to see the true way of things…but when I returned…my father was dead…and my people despised me. Even my own sister."

"Family is complicated." Tony smirked, pulling up his tools once more. "I remember when dad sent my brother and I to boarding school."

"I wasn't aware you had a brother." Panther said. Tony noticeably stiffened.

"Go find Hank for me, T'Challa." The man said. Panther sighed before acquiescing to the demand. He walked past Tony as the man slipped on a pair of welding goggles.

* * *

Panther exited the lab, leaving the solitary genius alone before looking at the item he had swiped. T'Challa pocketed the nearly empty flask of alcohol in disgust. "That man needs help."

" **Indeed he does."** A robotic voice echoed in Panther's ear.

"Jarvis?" T'Challa questioned. "You're on coms now?"

" **Mr. Stark has fully integrated my systems into those of the mansion, yes. I'm only speaking to you as of now."**

"May I ask why?"

" **Unfortunately, I'm afraid."**

"Afraid." Panther repeated. "Dare I ask, of what?"

" **It's not of what, but for who. I fear for this team. For Tony. Already Mr. Barton has been alienated, Mr. Rogers as well. And Mrs. Walters is now in a constant state of agitation."**

"You're afraid we're a veritable powder keg about to blow." Panther added. "I'll speak to Wasp. But…could you do me a favor and dissuade Stark from drinking so much. I hear that it's increased since Rumiko's…passing."

" **Mr. Stark does not take loss well. He…he is still hurting…and while he likes to lose himself in beer and women he copes best when he has something productive to do."**

"Like working on his suit. Or aiding the Avengers." Panther realized. "I see. I'll do what I can to help him and the others." T'Challa said.

" **Thank you. You are a good man T'Challa."**

"They saved me. It's the least I can do to look after them. Speaking of people that need to be looked after, where is Hawkeye?"

" **Mr. Barton has left the premise, presumably to see his son."**

* * *

 **Across Town, Manhattan**

"What can you see?" a young boy asked.

"From here?" A much older man replied. "A lot of things. What can you see?"

"Probably just as much." The boy replied, piking up his sandwich before taking a bite. The older man said nothing as he simply looked down at the white-haired boy. The boy looked back at him a second later, frowning. "What?" he asked through a mouthful.

The older man pointed at a skyscraper halfway across the city. "There are 31 floors on that building. I want you to look at floor 25 and tell me everything you see."

"Do I have to? The boy whined?"

"You can see as well as I can, right?"

"Yeah, so?"

"So this should be easy." The man replied, taking a sip of his drink. "Tell me what you see."

The boy sighed and squinted at his target. "It looks like…like an office floor…the kind mom use to work in…" the boy trailed off.

"Yeah…" the older man said, looking down slightly.

The boy quickly continued before the older man could speak. "There are a lotta people up there—"

"How many? Describe them."

"Uh…13…no…um…"

"Francis…"

"Give me a sec, Dad! The elevators just opened and… 23! There are 23 people…22 if you take away the delivery guy. Why do the UPS make their guys where shorts? Its like 20 degrees outside!"

"Beats the Hell out of me." The father said. "Anything up there catch your eye?"

"There's a guy up there...you want me to describe him." The boy said. The man didn't respond but the boy knew what his father wanted. "Brown hair…combed back…ugh that shine cannot be natural…way too much hair gel…he's got a picture on his desk to…he's got…he's got a wife."

"Francis…I…" the father started.

"Wait a sec…he's with another woman though and they're…eeewww!"

"Ugh…really dude?" the father muttered as he watched what his son found gross. The man was currently engaged in more 'intimate' activities with a coworker. "At lest have the decency to lower your wife's picture."

"Dad can I stop now?"

"Yeah Francis, you can stop." Clint Barton said as he took a bite of his own food. "Good work today buddy."

The last members of the Barton family were currently sitting atop the roof of one of Manhattan's many apartment buildings, giving the duo an excellent view of the city in broad daylight.

"Thanks." The white-haired kid said. "Hey dad?"

"What's up buddy?"

"Why do we keep doing these things?" Clint gave his son a confused look. "Don't get the wrong idea or anything!" the boy quickly added, making sure his father wasn't offended. "I mean I love the time we spend together but…why the constant eye-lessons? What are you trying to teach me?"

Clint sighed. "Francis you…you got the same eyes as me…but with it comes downsides…you've noticed, right?" the boy nodded. "You can't see color."

"No." the boy reaffirmed. "But I can see the contrast between them. I know what color is what because of it."

"What I'm trying to teach you is control. I don't want you to start seeing everything at once and have a mental freak out in the middle of class. Speaking of which uh…is school…is it going okay?"

"It's school, y'know…I mean…a little has changed since…since…"

"Yeah…" Clint muttered. Neither one of them was willing to talk about the death of their family any further than was necessary. "Its…its gonna be tough…but I need you to stay strong for me, okay buddy?"

"Yeah…"Francis agreed. "I will…"

"Do you…do you like staying at Grandma and Grandpa?"

"It's okay…I mean its weird trying to adjust to their house but…I like them…mom's parents are nice…"

"Yeah, they're great people…" Clint replied.

"W-why do you ask?" Francis questioned glancing at his dad before looking back out across the city.

"I wanted to ask if you wanted to come stay with me." His son's gaze snapped to him with an awestruck expression. "I want you to live with me in Avenger's Mansion."

* * *

 **SHIELD, The Triskelion**

Marvin Flumm stared through the windows of the medical room, eyes never leaving the patient in critical condition on the bed. Restraints were lined on all sides of the bed, keeping the injured prisoner locked in place as metal tubes pumped sedatives and nutrients into him.

Flumm turned his gaze to the doctors looking over the man's vitals while four guards clad in Cape-Killer Armor guarded the room. "How is his condition?" the Director of SHIELD asked his medical staff.

"Lucky to be alive at best." The doctor replied, skimming through her digital notes. "He was bleeding out with massive tissue damage throughout most of his body but by some miracle his body stated to stitch itself back together to an extent, but it left that gaping hole in his sternum."

"Can he survive a psychic dive?" Flumm asked.

The doctor hesitated for a moment before checking her notes. "Theoretically its possible. But if his vitals spike too high not even the equipment will keep him alive. Is that why we're keeping him alive sir?"

"Why else would I let this freak live?" Flumm muttered. "I'll have the techs move a psi-division dive unit into medical with extra guards. Tell them where they can set up shop."

* * *

 **Unknow Location**

"This is a disaster!" A brown haired man roared. The scientist's current source of frustration was the main manager in charge of the under-water rig, the scientist known as Dr. Lemuel Dorcas, an older man with greying hairs and a slight beard.

"I doubt Mr. Walsh will see it that way Mr. Newell." The man said, brushing aside the scientist's rage.

"It's Doctor to you!" the man barked back.

"Sure." Dorcas responded, going back o working on his experiment.

"You are such an ass!" Walter Newell screamed. "We lost two men out there to that thing and now you want to study it?!"

"We're Oceanographers, Walter. This is a brand new specimen that's never been recorded before. Roxxon's interest in this could boost the bioengineering field by decades, not to mention the fame we will undoubtedly receive. Mr. Walsh recognizes this, therefore, he has given me the executive decision in what to do with the creature."

"You're going to get everyone on this rig killed!" Walter roared, grabbing the older man by the colleague. The younger man slammed his superior into a table, rage building in his eyes. "Cruse and McCullen were massacred by that thing! And you want it to stay alive in an enclosed space a mile beneath the surface?!"

"Mr. Newell…" Dorcas muttered darkly. "I believe you should remove yourself from my office. Now."

"Fat chance you son of a b—"

"Newell!" a new voice barked out. The scientist turned around to see another man dressed in grey cargoes and a black flat jacket. A stun gun holstered on his side marked his position as security. "What the Hell is going on here?!"

Dorcas smirked. "Mr. Newell was just leaving." Newell snarled at him, restraining the urge to break the man's nose. Newell shoved the man back before storming past the guard.

The two men watched as the scientist stormed out of the room. "Perfect timing as always Mr. Arliss." Dorcas spoke.

"Sure." Todd Arliss muttered. "You pay me extra to keep you and the rest of your 'pets' safe." The head of security muttered. "But Newell's right you know. Bringing that monstrosity onto the rig was a bad call."

Dorcas brushed aside the comment as he went back to his terminal to continue his work. "You subdued the creature once, I'm sure you could do it again."

"That thing nearly took my goddamn head off!" Arliss snapped.

"An occupational hazard I'm sure." Dorcas muttered. "But Newell may be becoming more of a problem than I realized. His…morality is bothersome."

"God forbid, someone in Roxxon has a conscience." Arliss mumbled. "If he really bugs you that much have him reassigned to another rig or something. He'd probably leap at a chance to get away from you."

"Yes, and then he'd leak everything we've done down here to the press and then the government. And then Roxxon would sweep it all under the rug with their usual brand of eliminating everyone involved, including me."

"And me." Arliss added.

"Of course." Dorcas muttered. "But if Mr. Newell had an unfortunate accident while he was down here, why, no one would be the wiser."

"You want me to murder Walter Newell?" Alriss asked, raising an eyebrow.

"Oh heavens no." Dorcas said in false sympathy. "I would never suggest murder. But if he were to have an equipment malfunction while in the field, it would be a common if not 'devastating' tragedy."

"Yeah. I bet." Arliss murmured. The guard walked towards the lab doors before Dorcas spoke again.

"So, do you agree?"

Arliss paused for a moment, mulling over the plan. "Y'know, Newell might be a moralistic pain in my ass, but I'm not risking my neck to finish your grudge. You want him dead get somebody else to do your dirty work." Dorcas scowled as he watched the man leave his lab.

* * *

On the lower levels of the rig, dozens of deep-sea divers in special suits were currently checking, repairing or locking up their gear. Dozens of workers carried loads of supplies and equipment off of one of the two large subs submerged in the rigs underwater hangar.

One of the divers was a woman with black hair in the middle of removing the top portion of her diving suit when she heard her name being called by a familiar voice. "Diane!"

The woman turned around in time to see Walter Newell jogging towards her, avoiding as many of the divers as possible. Diane broke out a rare smile before approaching her fellow scientist. "Walter!"

"Can I talk to you?" Walter asked.

Diane smirked while slinging her diving equipment onto her back. "We're talking now aren't we?" she said as she led the man over to the equipment locker.

"I meant in private." Walter said.

"Well Dr. Newell, as much as I love your company, if we're seen alone people might start to talk." Dian teased before Walter grabbed her hand. Diane gave the man a sharp look before he let her go.

"I'm sorry…but…" Walter started.

Diane closed her locker. "My quarters. 10 minutes." She said while walking away, leaving Walter behind.

Walter watched as the woman left the room before realizing several divers were giving him odd looks. Walter scowled. "What are you looking at?" he growled. Many of them went right back to work.

* * *

Diane shut the door to her quarters before throwing on a pair of cargoes and a heavy jacket to shield herself from the cold air of the rig. Despite the heat from the vents and underwater volcanoes, the rig still felt like a freezer at times.

Diane sat down at her computer and pulled up her daily log, ready to fill out the day's report. A knocking on her door stole her attention. The woman sighed, not bothering to straighten her clothes. The woman opened the door to see her older brother Todd Arliss.

"What do you want?"

Todd frowned. "Is that any way to treat your big brother?"

"Yes. It is a way to treat you. What's up?"

"You talk to Newell recently?" the older of the two asked.

Diane frowned for a moment. "What's it to you?"

Todd looked around, checking to make sure there was no one else around. He lowered his voice to make sure no one could overhear him. "Newell's pissing off Dorcas."

"Well stop the fucking presses." Diane muttered. "Walter manages to piss of the biggest ass on the entire rig." Diane leaned against the frame of her door, a slight smile on her face. "What's the old bastard up to that got Walter so pissed?"

Todd frowned at the way she was causally using Newell's first name but pushed it aside. "He's condemning Dorcas for keeping that…that thing alive after what it did to those divers."

"Good." Diane replied. "Walt has the right idea and the moral high ground. Plus he's voicing everybody's thoughts on this. Half the crew is pissed at Dorcas for keeping that monster alive. I even overheard a group thinking of sabotaging the tank it's in."

"Goddammit…" Todd muttered in irritation, adding a mental note to reinforce security around Dorcas's lab. "One more thing to add to my shit list. Either way, Dorcas implied that I should cause an accident to happen to poor Newell."

Diane's face took on a dark growl. "What?"

"I told him to piss off, so don't worry, your wonder boy diver isn't going to sleep with the fishes any time soon, but tell him to be on the look out for anything Dorcas might pull."

"Good to know." Dian replied. "Ya need anything else Todd?"

Her brother opened his mouth to speak but was cut off the crackle of his radio. **"Arliss, we got a fight breaking out on A deck! We need you up here!"**

"Dammit." Todd muttered in irritation clicking the device to respond. "Alright, I'll be right up." He turned his attention back to his sister. "Just keep an eye on Newell so he doesn't get himself killed okay? I don't need a goody-two shoes' death on my conscience."

"Yeah." Dian replied as she watched her brother leave. The woman waited in the doorway for a moment before sighing. "He's gone Walt, you can come out now."

Walter Newell came out from around the corner, entering Diane's point of view. "I thought your brother didn't like me."

"He doesn't." Diane said, ushering Walter into her quarters before shutting the door.

Walter ran a hand through his hair as he tried to organize his thoughts. "Diane I—mmph!" His words were silenced as the woman pressed her lips to his, locking him into a passionate kiss. Walter was pushed up against the wall before wrapping his hands around the woman's waist before returning the kiss with equal fervor.

Walter pushed her back, maneuvering them both towards the bed before they both collapsed on top of it.

* * *

 **SHIELD the Triskelion**

" **We've reviewed the mission report from the incident with the Red Skull."** The lead councilman said.

Marvin Flumm sat patiently in front of the multiple holographic members of the World Security Council as they disclosed their decisions to him. Beside him stood Gregory Stark and Maria Hill.

" **And why we still question the validation of keeping the Red Skull alive, we have fully approved of your request to create your new team. We understand you have two candidates already selected?"**

"Correct." Flumm replied. "Agent Daisy Johnson and Captain John Walker. Walker is currently under observation by our scientist but he's already shown massive improvements over Captain Roger's performance. And I believe Agent Johnson's record speaks for itself."

" **Except she's a Fury loyalist."** Another councilman spoke.

"True." Flumm replied. "But that's why it's better to keep her on a leash. And we've also developed a third member of the team via our generous benefactor Dr. Stark."

Gregory took his cue and stood up. He removed a flash drive before placing it on the table, displaying holographic view of a large bipedal machine. "This is the design for our latest 'New Ultimate', Detroit Steel." The machine was at least 4 Meters tall with a massive frame. Its armor colored in the colors of the American Flag while a massive Gatling gun rested on its right arm and a large chainsaw on its left. "I've taken some liberties with the outer design for the 'focus groups' although I'm appalled they went so far with literally throwing the flag over it, but I digress. Its weapons system is quite complex."

" **The armaments seem rather simple Mr. Stark."** A councilman said. **"And rather crude in its look. Your brother's Iron Man armor appears to be far more mobile and it doesn't advertise its arsenal."**

If Gregory was irritated, he didn't show it. "I would like to remind you its Dr. Stark. Secondly while my idiot brother's design is much more streamlined in appearance, Detroit Steel's armory is more than what is displayed. In addition to its visual weapons, consisting of a Gatling gun with multiple modes of fire and various types of ammunition, its left arm is equipped with an adamantium chainsaw, capable of cutting through virtually any substance on earth. Its capable of lifting well over a hundred-tons and has an arsenal of hidden weapons including missiles, lasers, Tasers, magnetic mines, force-fields and an assortment of targeting systems."

" **And I assume you have a trained pilot?"**

"No." Gregory replied. "I programmed it with an adaptive hyper-responsive AI unit that can respond to a variety of scenarios and will follow the orders of its commanding officers as long as it doesn't violate certain guidelines. Parameters that can be preset between missions."

" **So it's basically an Iron Man without the 'man' aspect of it, right?"** the councilman asked.

Gregory sighed. "In Layman's terms, yes. The 'robot' as it may be crudely called, is also a mobile armory for the rest of the team, equipped with various weapons to create an adaptable load out for almost any situation."

"It'd be a mobile armory with the addition of a tank." Flumm interjected. "It'd be a major asset to the team."

" **Very well. It is approved for your team. If that will be all Director Flumm, I believe will call this meeting a day a—"**

"There's one more thing I'd like to bring up before the meetings end." Flumm interrupted. Hill frowned, but said nothing. Flumm puled up an image from the Red Skull's battle, fast-forwarding the video until a certain individual in a green combat suit and white hair entered the battle. "I'd like to know who this is? And why Brand hasn't used him before."

* * *

 **Avenger's Mansion**

"Hank, how's the patient today?" Wasp asked as she descended the stairs into her husband's lab. "Steve is still being all broody and I was hoping for some good news."

"Well I'm the messenger then." Hank responded, turning away from his computer to watch his wife enter the room to view the lone patient inside a prison cell.

The man inside was currently asleep on a cot next to a stand supporting a machine. Said machine spewed cables from its top, connecting it through the wall and to the man's head.

"Bucky Barnes." Hank murmured. "The second man out of time…"

"Feeling sorry for the guy?" Wasp asked as she took a seat next to her spouse.

"Poor bastard got brainwashed for over fifty years. There's so much psychological damage its hard to sort out what's what. But certain words I've tested do trigger certain responses."

"Trigger words?" Wasp. The avenger looked over the computer displaying the patient's brainwaves. "You think you can remove them?"

"Not sure…" Hank replied. "I can certainly identify them, maybe find out what they do…but removing them is a different story…I can reach out to Professor Xavier in Westchester. See if he can undo the brainwashing. Until then, Mr. Barnes is going to be in an induced coma."

"And Steve's probably going to bitch about it." Wasp muttered.

Hank gave her a reassuring smile. "I'll get in contact with Xavier, see if I can get his help. If Cap gives you grief, send him my way and I'll see what I can do to make Barnes' stay more… I don't know…'comfortable'? Either way, Barnes stays put and under SHIELD's radar, right?"

"Definitely." Wasp muttered. "I'm still surprised that no SHIELD personnel have stormed the property."

"Personally I think it's just a matter of time." The two Avengers turned around to see Carol leaning against the wall in her costume. "He's already picking a fight with SWORD."

"With that SHIELD splinter group? Can he do that?" Hank asked.

"I thought that SWORD was outside SHIELD's jurisdiction." Wasp added.

"Technically it's outside of SHIELD, but it is an Earth-based organization that is still subject to the authority of the World Security Council." Carol reaffirmed. "If Flumm's managed to weasel up to them, they may pull a management change on SWORD."

"And where does that put us?" Hank asked.

"Up shit's creek with a rather small paddle Dr. Pym. Abigal Brand is a hard-ass, but she's more than trust-worthy with being the Commander of SWORD. If Flumm fucks her over, I'm adding a whole new list of grievances to why I'm going to bury him."

"What exactly is he going to bitch about? The Chitauri? Because I thought Fury cleared them on that." Hank said. "He said they were in so many levels of the government before SWORD was even established that they were virtually undetectable."

"It's not that." Carol said. "I've kept in touch with Hill and she said he's picking a fight with her over what's left of that Cosmic Cube. Brand has its power source locked up in her base…I have no clue how she's going to handle this one to be honest…"

"So Flumm may get his hands on a WMD that can power a reality warping device? Well that's just great!" Wasp hissed.

Carol took a seat opposite of Hank, glancing at the sedated Winter Soldier. "Honestly I think the world is going crazy." Carol muttered, resting her head in her hand. "A year ago I was a SWORD operative trying to stop Alien Abductions, next thing I know, I'm the abductee."

Wasp glanced at her husband. "You uh…you never did tell us what happened you know." Carol looked up at her leader with a tired expression. "I'm not saying you have to." Wasp quickly added. "Just…if you ever need to talk, we might be the best people to listen."

Carol blinked for a moment. "And that's because…?"

Wasp smirked. "We're a bunch of super-heroes who've been fighting freaks of science and apparently 'magic' for years. We've got a few stories." Wasp glanced to Hank with a small smirk. Hank recognized his wife's look and his stomach plummeted. "Did I ever tell you about the time Hank first shrunk himself inside an ant-hill?"

Carol raised an eyebrow. "He did what?"

Hank face palmed. "Oh god…" he moaned, wishing he was somewhere else.

* * *

 **Med-Bay**

"How's the hand Pietro?" Thor asked as the mutant in question rolled his hand around to test it.

"Fine…since when have you been a doctor?" Pietro asked, watching as the Thunder God looked over the medical chart in his hand. "Seriously, how do you know how to read medical charts?"

Thor set the sheets down before responding. "What the Enchantress told you about my past was shrouded in lies, but there were sprinkles of truth in her words. When I was reborn on this plane, I was reborn in the form of Donald Blake, a skilled Physician and Surgeon. I may not show it, but I still remember my past life."

"Oh…'' Pietro mumbled. "So you weren't like to separate people?"

Thor shook his head. "No. We were one in the same. Even as Blake my memories felt incomplete, and were only restored once I retrieved my hammer."

"What about the people you knew?" Pietro asked. Thor turned to him. "Do they know what happened…or did you just like…up and leave?"

"I…"Thor trailed off. "I wouldn't know where to begin…"

"Oh…" Pietro replied. "Well…anyway, I think my wrist will be fine by the end of the day. Wanda did a pretty good job of healing it, coupled with my quicker healing, I'll be at 100%. How's everyone else?"

Thor handed the man the charts on the others. "As you said, Wanda performed admirably in her healing efforts. Hank and Janet may need more physical rest, but T'Challa and Jennifer have made a full recovery, I imagine Falcon will as well."

"Speaking of Wilson, where is he?"

"I believe Mr. Wilson is upstairs with the others. Why?"

"We're really fine with letting him and the Winter Soldier stay here?" Thor sighed. "Listen, as petty as its sounds, Cap and Wilson teamed up with terrorists, how they're still on the team is really pissing me off."

"One of those terrorists was your father." Pietro grew silent, scowling at the god. Thor ignored the scowl and continued. "And you and your sister were once members of the Brotherhood of Mutants. We do not judge you for it. Black Widow was once KGB, and Tony sold weapons to people who were arguably worse. But we do not judge."

"Wanda and I are nothing like my father." Pietro growled.

"I never said you were. I merely pointed out a hypocrisy in your statement. Captain Rogers has lost our trust, as have Barton and Mr. Wilson. That is their punishment. And our trust will not be won back cheaply."

"So you are okay with them staying."

Thor shrugged. "Battles and wars are fought with allies and resources at hand. Throwing and aggravated Rogers out would do more harm than good. And I don't believe Mr. Wilson is staying. "I believe he's working at a Veterans Hospital down near Harlem."

"I thought he was a SHIELD tech? He quit?"

"As soon as we did." Thor replied. "By the way, I think you should talk to Janet about this but…she's planning on going public."

"Public with what?"

"Her mutant status."

"What?" Pietro asked in shock.

* * *

 **Unknown Location**

"You're committing suicide." Diane said, pulling on her clothes.

"I'm not committing suicide." Walter muttered. "I'm doing the right thing by exposing them."

"And then they'll kill you. SO yes, you have the moral high ground, right before you fall face first into a grave. Just so you know, the grave is the low ground."

Walter sighed. "Obviously." Walter grabbed his jacket, slipping it over his shirt before looking back at Diane. "I can't just let this slide."

Diane sat on her bed, thinking the situation over in her head. "If you leek it to the press Roxxon will clamp down on this pace and mop it all up."

"As per usual…god why did I even come here?" Walter hissed to himself. "Why did I ever agree to work for these psychopaths…"

"You were desperate and needed the money. Same as the rest of us." Diane mumbled. "You can't leek this to the press. They'll know how to shut us down before anyone can validate the information."

"Well its not like I can go to SHIELD. Rumor mill above is that their new boss is in bed with them."

"What else is new?" Walter sighed, slumping down in a chair before placing his head in his hands. "Is there anybody on the outside who you do trust? If it comes from a secondary source, we might be able to do something."

"Actually…there is one guy." Walter muttered. "Mind if I use your terminal?"

"Be my guest. Who you going to email?"

"An old college buddy of mine. We were roommates for years…guy named Donald Blake."

Diane raised an eyebrow. "He trustworthy?"

"When I knew him."

"And how long ago was that?"

Walter stopped typing, leaving the pointer on the send button. "Around four years ago. We fell out of contact for a while."

"Alright follow up question…is there anyone else?" Walter's hand hovered over the mouse before sighing. He clicked send. "Guess that was a no then."

* * *

 **Avengers Mansion**

"Hey Thor." Jane called out, walking into the infirmary where said Thunder god stood. "I think you got an email."

"You have email?' Pietro questioned. "Do you even know how to work it?"

"Not well." Thor responded. "Who's it from?" Thor asked.

Jane looked at her phone, skimming the email. "Umm…look's like a guy named Walter Newell. You know him?"

"Newell?" Thor asked, taking the phone from Jane. He read the email, eyes narrowing in concentration.

"You know them?" Pietro asked.

"Yes…from my time as Donald Blake…that was years ago…"

"Maybe he wants to catch up on old times." Quicksilver said with a smirk. "This could be good to see, old friend turns out to be a real life god. Well…Norse god."

Jane smirked, "He's still a god, Pietro."

"To the Vikings. Seriously, you should hear what the Catholics are saying." Pietro added with a smirk before looking back to Thor. "So what does your pal want? Coffee?" Pietro's smirk fell as he saw the worried look on Thor's face. "Uh…it's not coffee…is it?"

"Thor?" Jane asked. The god handed her the phone before walking out of the infirmary. "Thor what's wrong?"

Pietro got off the cot, leaning over to see the phones display in Jane's hands. "What the hell?" he muttered.

Jane glanced down at the email and read it out loud. "D. Been a long time, and I got bad news. Two men dead. Roxxon behind it all. I need to talk to you."

Quicksilver turned to his teammate who looked back at him with equal confusion "What the Hell is that friend of his up to?"

* * *

"TONY!" Thor shouted storming into his friend's lab. The god walked in to see the genius billionaire with an Iron Man helmet on while welding a piece of metal to another. "Tony!" Thor shouted again, grabbing the genius by the shoulder.

Said genius jumped up in surprise, nearly whacking the God in the head with the welding torch if Thor hadn't caught it. "Jesus Thor!" Tony yelled, turning the torch off before removing his helmet. "I could've killed you!"

Thor eyed the torch in the man's hand. "With that flame? Doubtful. But I need your help."

Tony sat down on the worktable, leaving his helmet resting on the side. "What's up? Need me to reserve a dinner for Jane and yourself? Because I know this great Korean place that do—"

"Tony, please." Thor said, cutting the man off. Tony remained silent for a moment. "Please." Thor repeated.

Tony sighed. "What do you need?"

Thor smiled for a moment before continuing. "A friend just contacted me via email. Something is going on with Roxxon that's just claimed the lives of two men. I need you to track the email he sent me, help me find him."

"You got a laptop or phone on you?"

Thor was about to respond when Jane's voice called out from behind him. "Thor? Are you down here?" Jane walked into the lab to see her two teammates staring at her. "Uh…is everything alright?"

"Jane, may I see the phone?" Thor asked. Jane handed him the device before it was handed off to Tony. Said genius skimmed the email before picking up his helmet. Two beams of light burst from the helmet, sweeping over the phone before shutting off. Slipping the armor over his head, Tony activated the tracking software.

"Okay…Thor, when did your buddy start working for Roxxon?"

"Walter and I haven't spoken for some time, but it would have to have been sometime with the last three years. He wasn't working for them then. Why do you ask?"

"Just curious…but I'm also now suspicious."

"Of Walter?" Thor asked.

"Sure. Him and Roxxon. According to the trace, he's more than a mile beneath the surface of the ocean just off the coast of Alaska."

"Beneath the ocean?" Jane asked.

"Yeah…" Tony muttered. "You guys wanna go diving?"

* * *

 **Elsewhere**

Francis Barton stared at his father in slight shock with what must've been awe in the young boys eyes. "Y-you mean it?!" he asked, mouth still agape.

Hawkeye smirked at his son's reaction before nodding his head. "Yeah. I'd like you to stay with men. Permanently." Clint knelt down so he was at his son's eye-level. "Francis…its not the safest place to any reasonable parent…but…I feel like the best thing for both of us is to stick together…but I'm not gonna force you to go if you don't want t—"

"Are you kidding me?!" The boy shouted. "How stupid would I have to be pass this up!" Clint was slightly taken aback by the excitement in his son's voice. Francis has a massive grin on his face and was on the verge of bouncing around like a kid in a candy store. "I get to stay with the Avengers!"

Clint couldn't help but let out a relieved chuckle at his son's vibrant reaction. "Hehehe…it's a promise, alright buddy?" the marksman held out his fist for his son to see. Francis's smile somehow grew before he bumped fists with his father.

* * *

 **Alaska, Roxxon Ghost Rig**

"Alright everybody, get your suits on. We need to have those vents cleaned in two hours and the clock is ticking."

All across the lower levels, dozens of workers were putting on deep-sea diving gear, strapping on goggles, respirators and oxygen tanks as various teams of workers double-checked their gear.

"How'd the vents clog up again?" a worker barked out as the diving teams moved towards the water-bay. "We just cleaned them the other day."

"Don't know." The lead diver answered, dragging his own gear near the water's edge. "That's why we gotta check. We got everybody here?"

"Where the Hell is Newell and Arliss?"

"We're here." The group turned to see the two divers slipping on their oxygen tanks. "I had to deal with Dorcas. Sorry for the delay."

"Dorcas? Well then, apology accepted." The lead diver finished putting on his gear before preparing for a dive. "You know the drill people, teams of two, check in every half hour. Each tank has a two hour oxygen supply so get to work on those vents pronto!"

"I'm surprised these suits can actually still take the pressure out there." Diane muttered.

"They are made of carbonite. But the new suit I built would've been able to go for longer."

"And it would be a lot more flashy." Walter glanced at Diane who gave him a smirk in response. "I saw the designs, red and white, you like Canada?"

Walter scratched the back of his head in slight embarrassment. "I thought black and red would come off too dark…"

"You'd be underwater the whole time, who'd care?" Diane reached the edge of the pull and slipped her mask on. "Let's get going." She dropped down into the water, letting gravity taker her beneath the surface just like the others. Newell followed close behind, dropping beneath the water's surface.

* * *

Dorcas watched as the creature's gaze followed him across the room. No matter what action he took, the creature never stopped watching him. Dorcas wrote another series of notes into his computer log before walking towards the tank.

The creature held within it was easily 3 meters tall while held up right. Its anatomy was compatible with that of a mermaid, but its skin was scaly and slimy, not unlike a fish. Its arms were locked across its chest by a combination of a straight jacket and steel cables. The creature's head was decorated by two eyes as black as charcoal. Dorcas could see his own reflection in those hollow orbs.

"You are fascinating…" he muttered. He accessed a computer terminal before entering a series of commands. "Here you are…a foreign creature in a foreign world…being held in a cage of glass and science." Several prods emerged from the inside of the glass before stabbing the creature in the neck. The monster thrashed around inside its prison as the devices drilled deeper into its neck, spilling green blood into its tube. "I know it must hurt. The sound you make is trapped in there with you. If it wasn't, my ears would be bleeding from the intensity." Dorcas pressed a series of buttons, activating a recording device.

"Your call is rather akin to that of a whale. They make that noise to contact their kin. I'd have to imagine you aren't special." Dorcas grinned at the creature that continued to thrash against the glass. "There are more of you out in the depths, isn't that right?" The creature continued to thrash, opening its jaw so it could try and snap at its bindings. "Oh no, we can't have that." Dorcas mumbled with a twisted grin. A surge of electricity raced through the prongs, causing the creature to scream again. All sound inside the tank was being recorded for Dorcas.

"I know you're lonely. But don't fret. I'll be bringing your friends to you." Dorcas hit a button on his terminal, broadcasting the creatures cries to the waters outside.

* * *

 **FSSSSHHH!**

"Keep it up Newell, just a little more and we'll be done with this one." Diane muttered over coms as she watched her diving partner saw through the coral that was collecting over the vents of the rig. "Then just another two and were done."

"Good…I need to see if Blake's gotten back to me yet." Newell muttered, pushing the buzz saw into the coral growth, tearing it apart. Diane waved the coral away from their faces.

"I'd shut up about that." Diane warned. "You don't want someone overhearing and asking questions."

"About what? I just emailed a friend for a meeting when I get some surface days again."

"Nice story." Diane muttered, sarcasm clear in her voice.

"Better to havea weak story than no story at all. With Dorcas riding my ass the way he ass recently I can't be too ca—"

 **WOOOOOOOAAAAIIIIEEEEE!**

"AGH!"

"GAAH!"

The duo of divers screamed in agony as the wail ripped through the water, slamming into their eardrums like a sledgehammer. The rest of the divers reacted with similar pain.

The cry echoed out over the ocean waters, causing fish to flee and other creatures to stir.

* * *

 **WOOOOOOOAAAAIIIIEEEEE!**

Beneath the waters of the ocean, two beings sat on the side of a cave. Under-water volcano spewed bubbles into the air, the molten magma acting as the only light-source for the two humanoid figures in the water.

"Was that a—"

"A lurker." The second figure stated. He lifted the object resting by his side, a golden trident with a serpentine-like guard across its surface. "They shouldn't be this far out hear. And the cry…"

"It sounded distorted." The first figure said.

"And in pain. Come." The second said, lifting off into the water, swimming towards the direction of the noise.

"Now? But the Elders meet in—"

"They can wait. So says their king."

* * *

"DORCAS!" Arliss screamed, storming into the man's lab with two security officers tailing behind him. "What the Hell was that?!"

"To what are you referring to, Arliss?" Dorcas asked as he stared at the creature in the tank. Blood oozed from the wounds in its neck, clouding the tank with a green hue.

"The damn scream that just shorted out our coms and injured just about every diver we had out there!"

"Hmmm…If your referring to the creature's cries of distress, I assure you it'll do nothing more than incapacitate some of the divers. It might make things easier actually…" the man mumbled as he observed the immobile beast in its cage.

"Make what easier? Why'd you broadcast that goddamn sound!?" Arliss screamed, pulling out his stun gun. "I will taze you right here if I don't like the answer!" Dorcas didn't bother to face him before Arliss felt a cold steel barrel press up against the back of his neck. "You bastards…" he growled. Out of the corner of his eye he saw the two security men behind him with their weapons drawn on him.

"Sorry Arliss. He pays us more." The men said. "Drop the Taser." Arliss reluctantly dropped his secondary weapon, allowing it to clatter to the ground.

"You there." Dorcas spoke, pointing to the second guard. "Open the tank and extract the creature."

"Is-Is that thing dead?"

"Yes." Dorcas replied, pointing to the flat-lined monitor equipped to the tank. "Now get it out. I need to dissect it before it begins to decay."

"Alright." The second guard strode up to the tank before climbing its surface, unlatching the container's lid.

Despite having a gun pressed to his back, Arliss remained defiant. "Newell was right! You're gonna get everybody on this rig killed!"

"Please." Dorcas muttered in irritation. "The creature is dead. And the divers will be fine as long as they re-enter the rig within the next hour."

"The next hour?! What did you do?! What was that call for?!"

"I'm done explaining myself to you." Dorcas turned his attention back to the man. "Get it out now."

"I'm trying Doc!" the man groaned, grabbing the creature's shoulders. The man was struggling to lift the creature out of its tank before the monitor next to Dorcas beeped to life.

"What?" Dorcas muttered as the flat-lined monitor beeped to life. "Oh dear…"

"SCREEEE!" The man holding the creature had no time to even scream before the creature lunged forward, sinking its jaws into his face, tearing the flesh from his face.

Blood erupted from the now dead guard, allowing the body to topple over the tank's side. "What the fuck!?" the first guard screamed. Arliss took this chance to storm kick the man's knee, shattering it. "GAH!" Arliss grabbed the man's gun before firing it at the creature.

The monster dropped into the tank, allowing the bullets to smash against bulletproof glass. Before Dorcas or Arliss could react, the monster leapt from the tank. Arliss ducked to the side, allowing the creature to tackle the injured first guard.

"GIAAAH!" the man screamed as the creature tore into his flesh. Arliss stepped back, keeping his weapon trained on the monster. Dorcas took a few steps back as well before the creature turned its gaze onto him. The man slowly backed up to his terminal. The monster growled as it moved towards the doctor, who's hand now hovered over a switch.

"SCREEE!" Dorcas flipped the switch. The monster launched itself forward on the floor, scurrying towards the doctor on its arms before it suddenly began to choke.

Arliss watched as the monster's skin began to dry and its movements became erratic like a dying fish. "What the fuck…"

"Specialized sodium serum?" Dorcas explained. "Drains the moisture from any living creature within seconds." The doctor walked around the dying creature until he passed Arliss. "I suggest we keep moving." Arliss followed after the man, keeping his gun trained on the monster in the lab. "Lock the door behind you please."

Arliss sealed the lab's doors before locking it.

 **BANG! BANG!**

Dorcas glanced behind him to see the door controls sporting two bullet holes. He glanced to Arliss. "Door's locked, asshole. Now what was that sound for?"

"A distress call." Dorcas replied.

"What?!"Arliss screamed, grabbing the man by the collar. "Did you just call more of those things here?! My sister is out there!"

"Then I suggest you work on getting them back in the rig."

* * *

"WHAT TH HELL WAS THAT?!" a diver screamed through the water.

"Dammit Jasper stop screaming!" Diane snapped. "My ears are still ringing from that damn scream.

"It was that creature." Walter muttered.

"You say something Newell?" Jasper muttered swimming towards him and Diane. "We need to get back to the rig. Now!" Walter motioned for Diane to follow as he started swimming back to the rig.

"What are you talking about?"

Diane swam past Jasper. "Don't' you get it? The monster that killed Cruse and McCullen is still in Docras's lab. That bastard just sent out a call."

"A call?"

"The same way whales call out to other whales, Dorcas did the same for that thing! Everybody get back to the rig." Newell called out.

"GAIAEEE!"

"What the the-?!" Diane muttered turning around to see a group of divers fleeing a bloody cloud of water. A mutilated corpse floated through the water, the head severed from the body. Out of the cloud emerged another creature, similar to the first except larger in size.

"PAT!" a diver screamed. The monster lunged forward, slamming into another diver before sinking its teeth into the diver neck, tearing through the suits and then the diver.

"BACK TO THE RIG!" Walter screamed.

"AAIIEEE!" another diver was torn asunder by a second creature almost as big as the first.

"Oh my god…" Jasper muttered, staring out into the crimson water. A swarm of mer-creature swam through the water at an astonishing speed, quickly overtaking the few divers that had drifted too far form the rig.

"Don't look back!" Diane screamed. "JUST SWIM!"

"SCREEEE!" the creatures wailed as the schools of mer-creature rushed through the waters, slaughtering any stray diver they could find. One creature rushed through the swarm at an astounding speed circling around the divers until it cut them off from the rig.

"Shit!" Newell screamed as the creature tackled him. Before the monster could kill him, Walter slammed his buzzsaw into the monster's chest. The rotating blade sliced through the monster's skin, cutting through bone as the beast screamed in agony. "Get off me!" Newell kicked the monster off him, letting the corpse float away as blood polluted the water around him.

"Walt look out!" Diane yelled. Newell turned around to late as a monster slammed into him, sinking its fangs into his suit.

"GIAAH!" Walter screamed as the sudden cold of the water and the pain of fangs sinking into his skin blended together.

The creature hissed before a buzzsaw cleaved through its skull, splitting it in two. "Get off him!" Diane roared, yanking the monster's jaw off her partner. "Keep moving Walt don't stop!" Diane strapped an emergency patch over her partner's suit, sealing off the breach to keep the pressure from rising in his suit.

"F-fuck that hurts…" Walter mumbled.

"Walt?"

"D-Diane…?" the man mumbled. "Why is it…why so bright…?"

"What?" Diane glanced behind her to see more divers being torn apart.

 **BWWAHHBOOOMMM!**

A horn echoed throughout the waters, drowning out the sound of carnage all around them. Diane watched as the creature created a tunnel of open water, allowing two beings to walk through the water.

"What the Hell?" Diane muttered in horror. Walter gazed upon the two figure but only saw shining light in the vague shape of humans.

"Wha…?" he grumbled before his vision went dark.

* * *

 **To be continued…**

 **Hey everyone I'm back! I know it's been too long but school and work had to take precedent over this story. And good news, I'm almost done with school meaning more time to write meaning more stories being churned out!**

 **I know its been a while since I've updated Spider-Man, to my knowledge my most popular story, but I'm story boarding some stuff right now so it flows well. And this story and X-men are my primary world-building stories that will drastically alter my Spider-Man's landscape when the time comes.**

 **Next Time! Beneath the Depths Part 2**


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